BNSF Railway Company Leased Lines and Wholly-Owned Subsidiaries 2650 Lou Menk Drive ACAA - R1 Fort Worth, Texas 76131

Class I Railroad Annual Report Restatement To The Surface Transportation Board For the Year Ending December 31, 2012

NOTICE

1. This report is required for every class I railroad operating within the United States. Three copies of this Annual Report should be completed. Two of the copies must be filed with the Surface Transportation Board, Office of Economics, Environmental Analysis, and Administration, The Mercury Building, 1925 K St. N.W., Suite 500, Washington, DC 20423, by March 31 of the year following that for which the report is made. One copy should be retained by the carrier.

2. Every inquiry must be definitely answered. Where the word "none" truly and completely states the fact, it should be given as the answer. If any inquiry is inapplicable, the words "not applicable" should be used.

3. Wherever the space provided in the schedules in insufficient to permit a full and complete statement of the requested information, inserts should be prepared and appropriately identified by the number of the schedule.

4. All entries should be made in a permanent black ink or typed. Those of a contrary character must be indicated in parenthesis. Items of an unusual character must be indicated by appropriate symbols and explained in footnotes.

5. Money items, except averages, throughout the annual report form should be shown in thousands of dollars adjusted to accord with footings. Totals for amounts reported in subsidiary accounts included in supporting schedules must be in agreement with related primary accounts. For purposes of rounding, amounts of'$500 but less than $1,000 should be raised to the nearest thousand dollars, and amounts of less than $500 should be lowered.

6. Except where the context clearly indicates some other meaning, the following terms when used in this Form have the following meanings:

(a) Board means Surface Transportation Board. (b) Respondent means the person or corporation in whose behalf the report is made. (c ) Year means the year ended December 31 for which the report is being made. (d) Close of the Year means the close of business on December 31 for the year in which the report is being made. If the report is made for a shorter period than one year, it means the close of the period covered by the report. (e) Beginning of the Year means the beginning of business on January 1 of the year for which the report is being made. If the report is made for a shorter period than one year, it means the beginning of that period. (1) Preceding Year means the year ended December 31 of the year preceding the year for which the report is made. (g) The Uniform System of Accounts for Railroad Companies means the system of accounts in Part 1201 of Title 49, Code of Federal Regulations. as amended.

7. The ICC Termination Act of 1995 abolished the Interstate Commerce Commission and replaced it with the Surface Transportation Board. Any references to the Interstate Commerce Commission or Commission contained in this report refer to the Surface Transportation Board.

8. Any references to the Bureau of Accounts or the Office of Economics contained in this report refer to the Office of Economics, Environmental Analysis, and Administration of the Surface Transportation Board.

9. NOTE - An additional line has been added to Schedule 755 (Line 134) effective with the 2004 R-l. Also note that the instructions for completion of Schedule 755 now have two additional items (Instructions U and V).

10. NOTE - The columns in Schedule 710-Distribution of Locomotive Units In Service of Respondent At Close Of Year, Disregarding Year Of Rebuilding have been revised to reflect new five year periods.

11. NOTE - The following supplemental information about STB information collections is provided in compliance with OMB requirements and pursuant to the Paperwork Reduction Act of 1995, 44 U.S.C. 3501et seq.:

Supplemental Information about the Annual Report (R-l) This information collection is mandatory pursuant to 49 U.S.C. 11145.

The estimated hour burden for filing this report is less than 800 hours.

Information in the Annual Reports is used to monitor and assess railroad industry growth, financial stability, traffic, and operations and to identify industry changes that may affect national transportation policy. In addition, the Board uses data from these reports to more effectively carry out regulatory responsibilities, such as acting on railroad requests for authority to engage in Board regulated financial transactions (for example, mergers, acquisitions of control, consolidations, and abandonments); conducting investigations and rulemakings; conducting rail revenue adequacy proceedings; developing rail cost adjustment factors; and developing the URCS, which is a cost measurement methodology. URCS was developed by the Board pursuant to 49 U .S.C. 11161 and is used as a tool in rail rate proceedings to calculate the variable costs associated with providing a particular service in accordance with 49 U.S.C. 10707(d). The Board also uses URCS to analyze the information that it obtains through the annual railroad industry waybill sample, see 49 CFR 1244, and in railroad abandonment proceedings to measure off-branch costs, pursuant to 49 U.S.C. 10904(a) and in accordance with 49 CFR 1152.32(n).

The information in this report is ordinarily maintained by the agency in hard copy for 10 years, after which it is transferred to the National Archives, where it is maintained as a permanent record. These reports are also maintained by the agency indefinitely on microfiche. In addition, some of this information is posted on the Board's website, www.stb.dot.gov, where it may remain indefinitely. All information collected through this report is available to the public.

The OMB control number for this collection is 2140-0009. The display of a currently valid OMB control number is required by law.

Supplemental Information about the Quarterly Condensed Balance Sheet (CBS)

This information collection is mandatory under 49 CFR 1243.2.

The estimated hour burden for filing this report is six hours per report.

The Board uses the information in this report to ensure competitive, efficient, and safe transportation through general oversight programs that monitor and forecast the financial and operating condition of railroads, and through specific regulation of railroad-rate and service issues and rail-restructuring proposals, including railroad mergers, consolidations, acquisitions of control, and abandonments. Information from the reports is used by the Board, other Federal agencies, and industry groups, including the Association of American Railroads, to assess industry growth and operations, detect changes in carrier financial stability, and identify trends that may affect the national transportation system.

Information from these reports is compiled by the Board and published on its website, www.stb.dot.gov, where it may be maintained indefinitely. The compilation report is entitled Class I Railroads. Selected Earning Data. In addition, paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed. All information collected through this report is available to the public.

The display of a currently valid OMB control number for this collection is required by law.

Supplemental Information about the Quarterly Report of Revenues, Expenses, and Income (Form RE&I)

This information collection is mandatory pursuant to 49 U.S.C. 11164 and 49 CFR 1243.1.

The estimated hour burden for filing this report is six hours per report.

The Board uses the information in this report to ensure competitive, efficient, and safe transportation through general oversight programs that monitor and forecast the financial and operating condition of railroads, and through regulation of railroad rate and service issues and rail restructuring proposals, including railroad mergers, consolidations, acquisitions of control and abandonments. Information from the reports is used by the Board, other Federal agencies and industry groups to monitor and assess industry growth and operations, detect changes in carrier financial stability, and identify trends that may affect the national transportation system. Individual and aggregate carrier information is needed in our decision making process.

Information from these reports is compiled by the Board and published on its website.www.stb.dot.gov. where it may be maintained indefinitely. The compilation report is entitled Class I Railroads. Selected Earnings Data. In addition, paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed. All information collected through this report is available to the public.

The display of a currently valid OMB control number for this collection is required by law.

Supplemental Information about the Report of Railroad Employees, Service, and Compensation (Wage Forms A & B)

This information collection is mandatory pursuant to 49 D.S.C. 11145 and 49 CFR 1245.2.

The estimated hour burden for filing this report is 30 hours per quarterly report and 40 hours per annual report.

The Board uses information in this report to forecast labor costs and measure the efficiency of the reporting railroads. The information is also used by the Board to evaluate proposed regulated transactions that may impact rail employees. These transactions include mergers and consolidations, acquisitions of control, purchases, and abandonments. Other Federal agencies and industry groups, including the Railroad Retirement Board, the Bureau of Labor Statistics, and the Association of American Railroads, depend on the information contained in the reports to monitor railroad operations.

Certain information from the reports is compiled and published on the Board's website,www.stb.dot.gov. where it may be maintained indefinitely. In addition, paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed. All information collected through this report is available to the public.

The OMB control number for this collection is 2140-0004. The display of a currently valid OMB control number is required by law.

Supplemental Information about the Monthly Report of Number of Employees of Class I Railroads (Wage Form C)

This information collection is mandatory pursuant to 49 D.S.C. 11145 and 49 CFR 1246.1.

The estimated hour burden for filing this report is 1.25 hours per monthly report.

The Board uses information in this report to forecast labor costs and measure the efficiency of the reporting railroads. The information is also used by the Board to evaluate proposed regulated transactions that may impact rail employees, including mergers and consolidations, acquisitions of control, purchases, and abandonments. Other Federal agencies and industry groups, including the Railroad Retirement Board, the Bureau of Labor Statistics, and the Association of American Railroads, depend on the information contained in the reports to monitor railroad operations.

The information in this report is compiled and published on the Board's website, www.stb.dot.gov, where it may be maintained indefinitely. In addition, paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed. All information collected through this report is available to the public.

The OMB control number for this collection is 2140-0007. The display of a currently valid OMB 'Control number is required by law.

Supplemental Information about the Annual Report of Cars Loaded and Cars Terminated (Form STB-54)

This information collection is mandatory pursuant to 49 U.S.C. 11162 and 49 CFR 1247.

The estimated hour burden for filing this report is four hours per report.

The Board uses information in this report to forecast labor costs and measure the efficiency of the reporting railroads. Information in this report is entered into the Board's URCS. In addition, many other Federal agencies and industry groups, including the Department of Transportation and the Association of American Railroads (AAR), depend on Form STB-54 for information regarding the number of cars loaded and terminated on the reporting carrier's line.

All information collected through this report is available to the public. Paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed.

The OMB control number for this collection is 2140-0011. The display of a currently valid OMB control number is required by law.

Supplemental Information about the Quarterly Report of Freight Commodity Statistics (Form QCS)

This information collection is mandatory pursuant to 49 U.S.C. 11145 and 49 CFR 1248.

The estimated hour burden for filing this report is 217 hours per report.

Information in this report is entered into the Board's URCS.

All information collected through this report is available to the public. Paper copies of individual reports are maintained by the Board for ten years, after which they are destroyed.

The OMB control number for this collection is 2140-0001. The display of a currently valid OMB control number is required by law.

For Index, See Back of Form

Road Initials: BNSF Year 2012

ANNUAL REPORT

OF

BNSF RAILWAY COMPANY

TO THE

SURFACE TRANSPORTATION BOARD

RESTATEMENT FOR THE

YEAR ENDED DECEMBER 31, 2012

Name, official title, telephone number, and office address of officer in charge of correspondence with the Board regarding this report.

(Name) Jon I. Stevens (Title)AVP & Assistant Controller

(Telephone number) (817) 352-4975 (Area code) (Telephone number)

(Office address) 2500 Lou Menk Dr AOB 2, Fort Worth, Texas 76131 (Street and number, City, State, and ZIP code)

THIS PAGE INTENTIONALLY LEFT BLANK Road Initials: BNSF Year 2012

TABLE OF CONTENTS

SCHEDULE PAGE

Schedules Omitted by Respondent A 1 Identity of Respondent B 2 Voting Powers and Elections C 3 Comparative Statement of Financial Position 200 5 Results of Operations 210 16 Retained Earnings - Unappropriated 220 19 Capital Stock 230 20 Statement of Changes in Financial Position 240 21 Working Capital Information 245 23

Investments and Advances Affiliated Companies 310 26 Investments in Common Stocks of Affiliated Companies 310A 30 Road Property and Equipment and Improvements to Leased Property and Equipment 330 32 Depreciation Base and Rates-Road and Equipment Owned and Used and Leased from Others 332 34 Accumulated Depreciation - Road and Equipment Owned and Used 335 35 Accrued Liability - Leased Property 339 36 Depreciation Base and Rates - Improvements to Road and Equipment Leased from Others 340 37 Accumulated Depreciation - Improvements to Road and Equipment Leased from Others 342 38 Depreciation Base and Rates - Road and Equipment Leased to Others 350 40 Accumulated Depreciation - Road and Equipment Leased to Others 351 41 Investment in Railroad Property Used in Transportation Service (By Company) 352A 42 Investment in Railway Property Used in Transportation Service (By Property Accounts) 352B 43

Railway Operating Expenses 410 45 Way and Structures 412 52 Rents for Interchanged Freight Train Cars and Other Freight - Carrying Equipment 414 53 Supporting Schedule - Equipment 415 56 Supporting Schedule - Road 416 58 Specialized Service Subschedule -Transportation 417 60 Supporting Schedule -Capital Leases 418 61 Analysis of Taxes 450 63 Items in Selected Income and Retained Earnings Accounts for the Year 460 65

Guaranties and Suretyships 501 66 Compensating Balances and Short -Term Borrowing Arrangements 502 67 Separation of Debtholdings between Road Property and Equipment 510 69 Transactions Between Respondent and Companies or Persons Affiliated with Respondent for Services Received or Provided 512 72

Mileage Operated at Close of Year 700 74 Miles of Road at Close of Year - By States and Territories (Single Track) 702 75 Inventory of Equipment 710 78 Unit Cost of Equipment Installed During the Year 710S 84 Track and Traffic Conditions 720 85 Ties Laid in Replacement 721 86 Ties Laid in Additional Tracks and in New Lines and Extensions 722 87 Rails Laid in Replacement 723 88 Rails Laid in Additional Tracks and in New Lines and Extensions 724 89 Weight of Rail 725 90 Summary of Track Replacements 726 91 Consumption of Fuel by Motive - Powered Units 750 91 Railroad Operating Statistics 755 94

Verification 98 Memoranda 99 Index 100

Railroad Annual Report R-1

THIS PAGE INTENTIONALLY LEFT BLANK Road Initials: BNSF Year 2012

SPECIAL NOTICE

Docket No. 38559 Railroad Classification Index, (ICC served January 20, 1983), modified the reporting requirements for Class II, Class III and Switching and Terminal Companies. These carriers will notify the Board only if the calculation results in a different revenue level than its current classification.

The dark borders on the schedules represents data that are captured by the Board.

It is estimated that an average of 800 burden hours per response are required to complete this collection of information. This estimate includes time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Comments concerning the accuracy of this burden estimate or suggestions for reducing this burden should be directed to the Office of the Secretary, Surface Transportation Board.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 1

A. SCHEDULES OMITTED BY RESPONDENT

1. The respondent, at its option, may omit pages from this report provided there is nothing to report or the schedules are not applicable. 2. Show below the pages excluded, as well as the schedule number and title, in the space provided below. 3. If no schedules were omitted indicate "NONE."

Page Schedule No. Title

NONE

Railroad Annual Report R-1 2 Road Initials: BNSF Year 2012

B. IDENTITY OF RESPONDENT

Answers to the questions asked should be made in full, without reference to data returned on the corresponding page of previous reports. In case any changes of the nature referred to under Inquiry 4 on this page have taken place during the year covered by this report, they should be explained in full detail.

1. Give the exact name of the respondent in full. Use the words, "The" and "Company" only when they are parts of the corporate name. Be careful to distinguish between railroad and railway. The corporate name should be given uniformly throughout the report, notably on the cover, on the title page, and in the "Verification." If the report is made by receivers, trustees, a committee of bondholders, or individuals otherwise in possession of the property, state names and facts with precision. If the report is for a consolidated group, pursuant to Special Permission from the Board, indicate such fact on line 1 below and list the consolidated group on page 4.

2. If incorporated under a special charter, give date of passage of the act; if under a general law, give date of filing certificate of organization; if a reorganization has been effected, give date of reorganization. If a receivership or other trust, also give date when such receivership or other possession began. If a partnership, give date of formation and also names in full of present partners.

3. State the occasion for the reorganization, whether by reason of foreclosure of mortgage or otherwise, according to the fact. Give date of organization of original corporation and refer to laws under which organized.

1. Exact Name of common carrier making this report: BNSF Railway Company

2. Date of incorporation: January 13, 1961 3. Under laws of what Government, State or Territory organized? If more than one, name all. If in bankruptcy, give court of jurisdiction and dates of beginning of receivership and of appointment of receivers or trustees: Organized under the provisions of the General Corporation Law of the State of Delaware.

4. If the respondent was reorganized during the year, involved in a consolidation or merger, or conducted its business under a different name, give full particulars:

STOCKHOLDERS' REPORTS

5. The respondent is required to send the Office of Economic and Environmental Analysis, immediately upon preparation, two copies of its latest annual report to stockholders.

Check appropriate box:

( ) Two copies are attached to this report.

( ) Two copies will be submitted on: ______(date) (X) No annual report to stockholders is prepared.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 3

C. VOTING POWERS AND ELECTIONS 1. State the par value of each share of stock: Common $1.00 per share; first preferred, $ N/A per share; second preferred, $ N/A per share; debenture stock, $ N/A per share. 2. State whether or not each share of stock has the right to one vote; if not, give full particulars in a footnote. [X] Yes [ ] No 3. Are voting rights proportional to holdings? [X] Yes [ ] No. If not, state in a footnote the relation between holdings and corresponding voting rights. 4. Are voting rights attached to any securities other than stock? [ ] Yes [X] No. If yes, name in a footnote each security, other than stock, to which voting rights are attached (as of the close of the year), and state in detail the relation between holdings and corresponding voting rights, indicating whether voting rights are actual or contingent and, if contingent, showing the contingency. 5. Has any class or issue of securities any special privileges in the election of directors, trustees, or managers, or in the determination of corporate action by any method? [ ] Yes [X] No. If yes, describe fully in a footnote each such class or issue and give a succinct statement showing clearly the character and extent of such privileges. 6. Give the date of the latest closing of the stock book prior to the actual filing of this report, and state the purpose of such closing. Stock books not closed and not required to be closed. 7. State the total voting power of all security holders of the respondent at the date of such closing, if within one year of the date of such filing; if not, state as of the close of the year. 1,000 votes, as of December 31, 2012. 8. State the total number of stockholders of record, as of the date shown in answer to Inquiry 7. One (1) stockholder. 9. Give the names of 30 security holders of the respondent who, at the date of the latest closing of the stock book or compilation of the list of stockholders of the respondent (if within 1 year prior to the actual filing of this report), had the highest voting powers in the respondent, showing for each his or her address, the number of votes he or she would have had a right to cast on that date had a meeting then been in order, and the classification of the number of votes to which he or she was entitled, with respect to securities held by him or her, such securities being classified as common stock, second preferred stock, first preferred stock, and other securities (stating in a footnote the names of such other securities, if any). If any such holder held in trust, give (in a footnote) the particulars of the trust. In the case of voting trust agreements, give as supplemental information and the names and addresses of the 30 largest holders of the voting trust certificates and the amount of their individual holdings. If the stock book was not closed or the list of stockholders compiled within such year, show such 30 security holders as of the close of the year.

Number of Votes, Classified With

Number of Votes Respect to Securities on Which Based Line to Which Stock No. Security Holder Preferred Line Name of Security Holder Address of Security Holder Was Entitled Common Second First No. (a) (b) (c) (d) (e) (f) 1 Burlington Northern Santa Fe, LLC 2650 Lou Menk Drive 1,000 1,000 1 2 Fort Worth, TX 76131 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 10 10 11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29 30 30 Railroad Annual Report R-1 4 Road Initials: BNSF Year 2012

C. VOTING POWERS AND ELECTIONS - Continued

10. State the total number of votes cast at the latest general meeting for the election of directors of the respondent: "Not Applicable" Refer to note shown under inquiry 9. 11. Give the date of such meeting: "Not Applicable" - Refer to note shown under inquiry 9. 12. Give the place of such meeting: "Not Applicable" - Refer to note shown under inquiry 9.

NOTES AND REMARKS

Consolidated Subsidiaries: BNSF Railway Company Bayport Systems, Inc. Bayrail, LLC BN Leasing Corporation BN Manitoba, Ltd BNRR Holdings BNSF British Columbia, Ltd BNSF Communications Inc BNSF de Mexico SA de CV BNSF Equipment Acquisition Co. LLC BNSF Manitoba, Inc. BNSF Properties BNSF Spectrum Inc Burlington Northern International Serivces, Inc. Los Angeles Junction Railway Company Midwest Northwest Property Inc. Pine Canyon Land Company San Jacinto Rail, Ltd Santa Fe Pacific Insurance Company Santa Fe Pacific Pipeline Holdings, Inc. Santa Fe Pacific Pipeline, Inc. Santa Fe Pacific Railroad Company Star Lake Railroad Company Western Fruit Express Company Winona Bridge Railway Company The Zia Company

Inactive Subsidiaries: Northern Radio Limited (British Columbia)

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 5 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION - ASSETS (Dollars in Thousands)

Line Cross Account Title Balance at close Balance at begin- Line No. Check of year ing of year No. (a) (b) (c)

Current Assets 1 701 Cash 350,126 292,976 1 2 702 Temporary cash investments - - 2 3 703 Special deposits - - 3 Accounts receivable 4 704 - Loan and notes - - 4 5 705 - Interline and other balances 52,647 98,858 5 6 706 - Customers 945,107 821,281 6 7 707 - Other 146,872 118,132 7 8 709, 708 - Accrued accounts receivables 20,587 88,182 8 9 708.5 - Receivables from affiliated companies 31,905 176,657 9 10 709.5 - Less: Allowance for uncollectible accounts (47,676) (38,145) 10 11 710, 711, 714 Working funds prepayments deferred income tax debits 564,572 519,616 11 12 712 Materials and supplies 800,017 739,191 12 13 713 Other current assets 92,436 143,458 13 14 TOTAL CURRENT ASSETS 2,956,593 2,960,206 14 Other Assets 15 715, 716, 717 Special funds 1,809 2,223 15 16 721, 721.5 Investments and advances affiliated companies 16 (Schs. 310 and 310A) 434,477 413,509 17 722, 723 Other investments and advances - - 17 18 724 Allowances for net unrealized loss on noncurrent 18 marketable equity securities - Cr. - - 19 737, 738 Property used in other than carrier operation 19 (Less depreciation) 72,496 72,496 20 739, 741 Other assets 660,705 701,043 20 21 743 Other deferred debits 1,244,567 1,311,115 21 22 744 Accumulated deferred income tax debits - - 22 23 TOTAL OTHER ASSETS 2,414,054 2,500,386 23 Road and Equipment 24 731, 732 Road (Sch. 330) L-30 Col h & b 39,689,657 38,165,719 24 25 731, 732 Equipment (Sch 330) L-39 Col h & b 10,601,734 9,609,173 25 26 731, 732 Unallocated items 976,622 898,766 26 27 733, 735 Accumulated depreciation and amortization 27 (Schs. 335, 342, 351) (13,677,463) (12,877,233) 28 Net Road and Equipment 37,590,550 35,796,425 28 29 TOTAL ASSETS 42,961,197 41,257,017 29 NOTES AND REMARKS

Railroad Annual Report R-1 6 Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION - LIABILITIES AND SHAREHOLDERS' EQUITY (Dollars in Thousands)

Line Cross Account Title Balance at close Balance at begin- Line No. Check of year ing of year No. (a) (b) (c)

Current Liabilities 30 751 Loans and notes payable - - 30 31 752 Accounts payable: interline and other balances 25,847 155,587 31 32 753 Audited accounts and wages 232,957 212,879 32 33 754 Other accounts payable 254,842 260,694 33 34 755, 756 Interest and dividends payable 24,725 30,797 34 35 757 Payables to affiliated companies 144,050 31,346 35 36 759 Accrued accounts payable 1,631,612 1,763,313 36 37 760, 761, 761.5 37 762 Taxes accrued 575,631 588,841 38 763 Other current liabilities 156,980 139,322 38 39 764 Equipment obligations and other long-term debt 39 due within one year 202,788 226,354 40 TOTAL CURRENT LIABILITIES 3,249,432 3,409,133 40 Non-Current Liabilities 41 765, 767 Funded debt unmatured 536,768 580,477 41 42 766 Equipment obligations 122,211 152,510 42 43 766.5 Capitalized lease obligations 842,709 962,081 43 44 768 Debt in default - - 44 45 769 Accounts payable: affiliated companies - - 45 46 770.1, 770.2 Unamortized debt premium (20,744) (22,096) 46 47 781 Interest in default - - 47 48 783 Deferred revenues - transfers from govt. authorities - - 48 49 786 Accumulated deferred income tax credits 11,714,106 11,129,991 49 50 771, 772, 774, 50 775, 782, 784 Other long-term liabilities and deferred credits 3,657,587 3,875,937 51 TOTAL NON-CURRENT LIABILITIES 16,852,637 16,678,900 51 Shareholders' Equity 52 791, 792 Total capital stock 1 1 52 53 Common stock 1 1 53 54 Preferred stock - - 54 55 Discount on capital stock - - 55 56 794, 795 Additional capital 6,331,613 6,331,613 56 Retained earnings: 57 797 Appropriated - - 57 58 798 Unappropriated 16,527,514 14,837,370 58 59 798.1 Net unrealized loss on noncurrent marketable 59 equity securities - - 60 798.5 Less treasury stock - - 60 61 Net stockholders equity 22,859,128 21,168,984 61 62 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 42,961,197 41,257,017 62 NOTES AND REMARKS

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 7 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION - EXPLANATORY NOTES (Dollars in Thousands)

The notes listed below are provided to disclose supplementary information on matters which have an important effect on the financial condition of the carrier. The carrier shall give the particulars called for herein and where there is nothing to report, insert the word "none"; and in addition thereto shall enter in separate notes with suitable particulars other matters involving material amounts of the character commonly disclosed in financial statements under generally accepted accounting principles, except as shown in other schedules. This includes statements explaining (1) service interruption insurance policies and indicating the amount of indemnity to which respondent will be entitled for work stoppage losses and the maximum amount of additional premium respondent may be obligated to pay in the event such losses are sustained by other railroads; (2) particulars concerning obligations for stock purchase options granted to officers and employees; and (3) what entries have been made for net income or retained income restricted under provisions of mortgages and other arrangements.

1. Amount (estimated, if necessary) of net income or retained income which has to be provided for capital expenditures, and for sinking funds, pursuant to provisions of reorganization plans, mortgages, deeds of trust, or other contracts. $ None

2. Estimated amount of future earnings which can be realized before paying Federal income taxes because of unused and available net operating loss carryover on January 1 of the year following that for which the report is made. $ None

3. (a) Explain the procedure in accounting for pension funds and recording in the accounts the current and past service pension costs, indicating whether or not consistent with the prior year. See Note 2 on page 9 - 15A

(b) State amount, if any, representing the excess of the actuarially computed value of vested benefits over the total of the pension fund. See Note 2 on page 9 - 15A

(c) Is any part of the pension plan funded? Specify. Yes X No

If funding is by insurance, give name of insuring company None

If funding is by trust agreement, list trustee(s) Northern Trust Company Date of trust agreement or latest amendment September 24, 2012 If respondent is affiliated in any way with the trustee(s), explain affiliation: Not Affiliated

(d) List affiliated companies which are included in the pension plan funding agreement and describe basis for allocating charges under the agreement. See Note 2 on page 9 - 15A

(e) Is any part of the pension plan fund invested in stock or other securities of the respondent or its affiliates? Specify Yes No X If yes, give number of the shares for each class of stock or other security.

Are voting rights attached to any securities held by the pension plan? Specify Yes No X If yes, who determines how stock is voted?

4. State whether a segregated political fund has been established as provided by the Federal Election Campaign Act of 1971 (18 U.S.C. 610). Yes X No

5. (a) The amount of employer's contribution to employee stock ownership plans for the current year was $ None

(b) The amount of investment tax credit used to reduce current income tax expense resulting from contributions to qualified employee stock ownership plans for the current year was $ None

6. In reference to Docket 37465, specify the total amount of business entertainment expenditures charged to the non-operating expense account. $ None

Continued on following page Railroad Annual Report R-1 8 Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION - EXPLANATORY NOTES - Continued

7. Give particulars with respect to contingent assets and liabilities at the close of the year, in accordance with instruction 5-6 in the Uniform System of Accounts for Railroad Companies, that are not reflected in the amounts of the respondent. Disclose the nature and amount of contingency that is material. Examples of contingent liabilities are items which may become obligations as a result of pending or threatened litigation, assessments or possible assessments of additional taxes, and agreements or obligations to repurchase securities or property. Additional pages may be added if more space is needed. (Explain and/or reference to the following pages.)

See Note 3 on pages 15A -15H

(a) Changes in valuation accounts.

8. Marketable equity securities.

Dr. (Cr.) Dr. (Cr.) to Cost Market to Income Stockholder's Equity

(Current Yr.) Current Portfolio N/A N/A N/A N/A as of / / Noncurrent Portfolio N/A N/A N/A N/A (Previous Yr.) Current Portfolio N/A N/A N/A N/A as of / / Noncurrent Portfolio N/A N/A N/A N/A

(b) At 12/31/12, gross unrealized gains and losses pertaining to marketable equity securities were as follows:

Gains Losses

Current $0 $0 Noncurrent $0 $0

(c) A net unrealized gain (loss) of $ 0 on the sale of marketable equity securities was included in net income for 2012. The cost of securities was based on the N/A (method) cost of all the shares of each security held at time of sale.

Significant net realized and net unrealized gains and losses arising after date of the financial statements but prior to the filing, applicable to marketable equity securities owned at balance sheet date shall be disclosed below: None

NOTE: 12 / 31 / 12 Balance sheet date of reported year unless specified as previous year.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 9 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES

NOTES TO FINANCIAL STATEMENTS

Note 1

The Company BNSF Railway Company and its majority-owned subsidiaries, (collectively, BNSF Railway or Company) is a wholly-owned subsidiary of Burlington Northern Santa Fe, LLC (BNSF). BNSF Railway operates one of the largest railroad networks in North America with approximately 32,500 route miles (excluding multiple main tracks, yard tracks and sidings) in 28 states and two Canadian provinces. Through one operating transportation services segment, BNSF Railway transports a wide range of products and commodities including the transportation of Consumer Products, Coal, Industrial Products and Agricultural Products, derived from manufacturing, agricultural and natural resource industries, which constituted 33 percent, 23 percent, 25 percent and 19 percent, respectively, of total freight revenues for the year ended December 31, 2012.

On February 12, 2010, Berkshire Hathaway Inc., a Delaware corporation (Berkshire), acquired 100% of the outstanding shares of Burlington Northern Santa Fe Corporation common stock that it did not already own. The acquisition was completed through the merger (the Merger) of Burlington Northern Santa Fe Corporation with and into R Acquisition Company, LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of Berkshire (Merger Sub), with Merger Sub continuing as the surviving entity. In connection with the Merger, Merger Sub changed its name to “Burlington Northern Santa Fe, LLC” and remains an indirect, wholly-owned subsidiary of Berkshire.

The Merger was accounted for using the acquisition method under Accounting Standards Codification (ASC) Topic 805, Business Combinations. However, the impacts of the purchase accounting fair value write-up are excluded from this annual R-1 report pursuant to Surface Transportation Board Docket No. FD 35506 effective August 24, 2013.

Note 2

Employment Benefit Plans

BNSF provides a funded, noncontributory qualified pension plan, the BNSF Retirement Plan, which covers most non-union employees, and an unfunded non-tax-qualified pension plan, the BNSF Supplemental Retirement Plan, which covers certain officers and other employees. The benefits under these pension plans are based on years of credited service and the highest consecutive sixty months of compensation for the last ten years of salaried employment with BNSF Railway. The Company also provides two funded, noncontributory qualified pension plans which cover certain union employees of the former The Atchison, Topeka and Santa Fe Railway Company. The benefits under these pension plans are based on elections made at the time the plans were implemented. BNSF’s funding policy is to contribute annually not less than the regulatory minimum and not more than the maximum amount deductible for income tax purposes with respect to the funded plans.

Certain salaried employees of BNSF Railway who have met age and years of service requirements are eligible for life insurance coverage and medical benefits, including prescription drug coverage, during retirement. This postretirement benefit plan is contributory and provides benefits to retirees, their covered dependents. Retiree contributions are adjusted annually. The plan also contains fixed deductibles, coinsurance and out-of-pocket limitations. The basic life insurance plan is noncontributory and covers retirees only. Optional life insurance coverage is available for some retirees; however, the retiree is responsible for the full cost. BNSF’s policy is to fund the life insurance premiums and medical benefits as they come due. Generally, employees beginning salaried employment with BNSF Railway subsequent to September 22, 1995, are not eligible for medical benefits during retirement. These benefits are collectively referred to as retiree health and welfare benefits.

Plan Amendment Effective January 1, 2013, Medicare-eligible retirees who are enrolled in the retiree medical program received a contribution to a Health Reimbursement Account, which can be used to reimburse plan participants for health insurance premiums and to pay eligible out-of-pocket medical expenses.

Railroad Annual Report R-1

10 Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Components of the net cost for these plans were as follows (in millions):

Pension Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010 Service cost $ 39 $ 32 $ 31 Interest cost 100 102 107 Expected return on plan assets (118) (120 ) (122 ) Amortization of net loss 54 33 16 Settlements – 1 – Net cost recognized $ 75 $ 48 $ 32

Retiree Health and Welfare Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010 Service cost $ 1 $ 1 $ 1 Interest cost 13 14 15 Amortization of net loss 2 1 1 Amortization of prior service credit – (2) (4) Net cost recognized $ 16 $ 14 $ 13

The projected benefit obligation is the present value of benefit earned to date by plan participants, including the effect of assumed future salary increases and expected healthcare cost trend rate increases. The following table shows the change in projected benefit obligation (in millions):

Pension Benefits Year Ended Year Ended Change in Benefit Obligation December 31, 2012 December 31, 2011

Projected benefit obligation at beginning of period $ 2,324 $ 2,068 Service cost 39 32 Interest cost 100 102 Actuarial loss 212 277 Benefits paid (141) (139) Administrative expenses (1) – Settlements (16) (16 ) Projected benefit obligation at end of period 2,517 2,324 Component representing future salary increases (130) (95 ) Accumulated benefit obligation at end of period $ 2,387 $ 2,229

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 11 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Retiree Health and Welfare Benefits Year Ended Year Ended Change in Benefit Obligation December 31, 2012 December 31, 2011

Projected benefit obligation at beginning of period $ 293 $ 279 Service cost 1 1 Interest cost 13 14 Plan participants’ contributions 5 6 Actuarial loss 31 17 Plan Amendment (5) – Medicare subsidy 2 4 Benefits paid (26) (28 ) Projected benefit obligation at end of period 314 293

BNSF’s pension plans had accumulated and projected benefit obligations in excess of plan assets at December 31, 2012 and 2011.

The following table shows the change in plan assets of the plans (in millions):

Pension Benefits Year Ended Year Ended Change in Plan Assets December 31, 2012 December 31, 2011

Fair value of plan assets at beginning of period $ 1,817 $ 1,828 Actual return on plan assets 302 86 Employer contributionsa 53 58 Benefits paid (141) (139 ) Administrative expenses (1) – Settlements (16) (16 ) Fair value of plan assets at measurement date $ 2,014 $ 1,817 a Other than contributions to the qualified pension plan, employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

Retiree Health and Welfare Benefits Year Ended Year Ended Change in Plan Assets December 31, 2012 December 31, 2011

Fair value of plan assets at beginning of period $ – $ – Employer contributionsa 21 22 Plan participants’ contributions 5 6 Benefits paid (26) (28 ) Fair value of plan assets at measurement date $ – $ – a Employer contributions were classified as Other, Net under Operating Activities in the Company’s Consolidated Statements of Cash Flows.

The following table shows the funded status, defined as plan assets less the projected benefit obligation (in millions): Retiree Health and Pension Benefits Welfare Benefits December 31, December 31, December 31, December 31, 2012 2011 2012 2011

Funded status (plan assets less projected benefit obligations) $ (503) $ (507 ) $ (314) $ (293 )

Of the combined pension and retiree health and welfare benefits liability of $817 million and $800 million recognized as of December 31, 2012 and 2011, respectively, $31 million was included in other current liabilities in both years ended December 31, 2012 and 2011.

Railroad Annual Report R-1

12 Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Actuarial gains and losses and prior service credits are recognized in the Consolidated Balance Sheets through an adjustment to AOCL. The following table shows the pre-tax change in AOCI attributable to the components of the net cost and the change in benefit obligation (in millions):

Pension Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, Change in AOCL 2012 2011 2010 Beginning balance $ 1,138 $ 862 $ 823 Amortization of actuarial loss (54) (33) (15) Actuarial loss (gain) 29 310 54 Settlements – (1 ) – Ending balance $ 1,113 $ 1,138 $ 862

Retiree Health and Welfare Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, Change in AOCL 2012 2011 2010 Beginning balance $ 58 $ 41 $ 19 Amortization of actuarial loss (2) (1 ) (1 ) Plan amendment (5) – – Amortization of prior service credit – 2 4 Actuarial loss (gain) 31 16 19 Ending balance $ 82 $ 58 $ 41

Approximately $43 million, net of tax, of the actuarial losses from defined benefit pension plans and approximately $3 million, net of tax, of retiree health and welfare benefit plans in AOCL are required to be amortized into net periodic benefit cost over the next fiscal year. Pre-tax amounts currently recognized in AOCL consist of the following (in millions):

Retiree Health and Pension Benefits Welfare Benefits 2012 2011 2012 2011

Net actuarial loss $ 1,114 $ 1,139 $ 87 $ 58 Plan amendment − − (5) − Settlements (1) (1) − − Pre-tax amount recognized in AOCL at December 31, 1,113 1,138 82 58 After-tax amount recognized in AOCL at December 31, $ 686 $ 702 $ 51 $ 36

The assumptions used in accounting for the BNSF plans were as follows: Pension Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, Assumptions Used to Determine Net Cost 2012 2011 2010

Discount rate 4.50 % 5.25 % 5.75 % Expected long-term rate of return on plan assets 6.75 % 7.50 % 8.00 % Rate of compensation increase 3.80 % 3.80 % 3.80 %

Retiree Health and Welfare Benefits Year Ended Year Ended Year Ended December 31, December 31, December 31, Assumptions Used to Determine Net Cost 2012 2011 2010

Discount rate 4.50 % 5.25 % 5.75 % Rate of compensation increase 3.80 % 3.80 % 3.80 %

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 13 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Retiree Health and Pension Benefits Welfare Benefits December 31, December 31, December 31, December 31, Assumptions Used to Determine Benefit Obligations 2012 2011 2012 2011

Discount rate 3.75 % 4.50 % 3.75 % 4.50 % Rate of compensation increase 3.80 % 3.80 % 3.80 % 3.80 %

BNSF determined the discount rate based on a yield curve that utilizes year-end market yields of high-quality corporate bonds whose maturities match expected payments. The discount rate used for the 2013 calculation of net benefit cost decreased to 3.75 percent which reflects market conditions at the December 31, 2012, measurement date.

Pension plan assets are generally invested with the long-term objective of earning sufficient amounts to cover expected benefit obligations, while assuming a prudent level of risk. Allocations may change as a result of changing market conditions and investment opportunities. The expected rates of return on plan assets reflect subjective assessments of expected invested asset returns over a period of several years. Generally, past investment returns are not given significant consideration when establishing assumptions for expected long-term rates of returns on plan assets. Actual experience will differ from the assumed rates. The expected rate of return on plan assets was 6.75 percent for 2012 and will be 6.75 percent for 2013. During 2012, BNSF changed the investment management of the BNSF Retirement Plan to an affiliated company.

The following table is an estimate of the impact on future net benefit cost that could result from hypothetical changes to the most sensitive assumptions, the discount rate and rate of return on plan assets:

Sensitivity Analysis Change in Net Benefit Cost Hypothetical Discount Rate Change Pension Retiree Health and Welfare 50 basis point decrease $11 million increase $1 million increase 50 basis point increase $9 million increase $1 million decrease

Hypothetical Rate of Return on Plan Assets Change Pension 50 basis point decrease $9 million increase 50 basis point increase $9 million decrease

The following table presents assumed health care cost trend rates:

Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010

Assumed health care cost trend rate for next year(participants under 65) 8.40 % 8.70 % 9.00% Assumed health care cost trend rate for next year (participants over 65) a 3.00 % 8.70 % 9.00% Rate to which health care cost trend rate is expected to decline and remainb 4.50 % 4.50 % 4.80% Year that the rate reaches the ultimate trend rate b 2028 2028 2022 a See section heading "Plan Amendment" for a description of changes to this program. b For the year ended December 31, 2012, the ultimate trend rate only applies to participants under 65.

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one percentage point change in assumed health care cost trend rates would have the following effects (in millions): One Percentage- One Percentage- Point Increase Point Decrease

Effect on total service and interest cost $ 1 $ (1 ) Effect on postretirement benefit obligation $ 24 $ (20 )

Railroad Annual Report R-1

14 Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Investments are stated at fair value. The various types of investments are valued as follows:

(i) Equity securities are valued at the last trade price at primary exchange close time on the last business day of the year (Level 1 input). If the last trade price is not available, values are based on bid, ask/offer quotes from contracted pricing vendors, brokers, or investment managers (Level 3 input or Level 2 if corroborated).

(ii) Corporate debt securities, government debt securities, and collateralized obligations and mortgage backed securities are valued based on institutional bid evaluations from contracted vendors. Where available, vendors use observable market-based data to evaluate prices (Level 2 input). This also applies to U.S. Treasury securities included in cash and cash equivalents. If observable market-based data is not available, unobservable inputs such as extrapolated data, proprietary models, and indicative quotes are used to arrive at estimated prices representing the price a dealer would pay for the security (Level 3 input).

(iii) Shares of real estate commingled funds are valued at the quarterly net asset value of units held at year end. Net asset value is based on significant unobservable inputs such as discount rates, capitalization rates and cash flows (Level 3 input).

(iv) Registered investment companies and common/collective trusts are valued at the daily net asset value of shares held at year end. Net asset value is considered a Level 1 input if net asset value is computed daily and redemptions at this value are available to all shareholders without restriction. Net asset value is considered a Level 2 input if the fund may restrict share redemptions under limited circumstances or if net asset value is not computed daily. Net asset value is considered a Level 3 input if shares could not be redeemed on the reporting date and net asset value cannot be corroborated by trading activity.

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2012, based on the inputs used to value them (in millions): Total as of Level 1 Level 2 Level 3 December 31, Asset Category 2012 Inputs Inputs Inputs

U.S. Equity securities a $ 1,364 $ 1,364 $ − $ − Corporate debt securities 13 − 13 − Registered investment companies 54 54 − − U.S. Government debt securities 13 − 13 − Real estate 32 − − 32 Collateralized obligations and mortgage backed securities (MBS) 1 − 1 − Cash and cash equivalents 536 − 536 − Total b $ 2,013 $ 1,418 $ 563 $ 32 a As of December 31,2012 three U.S. equity securities each exceeded 10 percent of total plan assets. These investments represent 45 percent of total plan assets.

b Excludes $1 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF’s funded pension plans for the year ended December 31, 2012 (in millions):

U.S. Government Level 3 Inputs Total Debt Securities Real Estate

Balance as of December 31, 2011 $ 130 $ 1 $ 129 Actual return on plan assets: Relating to assets still held at reporting date 1 − 1 Relating to assets sold during the period 3 − 3 Purchases, sales and settlements (102) (1) (101)

Balance as of December 31, 2012 $ 32 $ - $ 32

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Comparative Prior Year Information

The following table summarizes the investments of BNSF’s funded pension plans as of December 31, 2011, based on the inputs used to value them (in millions):

Total as of Level 1 Level 2 Level 3 December 31, Asset Category 2011 Inputs Inputs Inputs

Equity securities: U.S. $ 546 $ 546 $ − $ − International 298 298 − − Corporate debt securities 411 − 411 − Registered investment companies 95 95 − − Government debt securities U.S. 151 − 150 1 International 12 − 12 − Real estate 129 − − 129 Common/Collective Trust 107 − 107 − Collateralized obligations and mortgage backed securities (MBS) 32 − 32 − Cash and cash equivalents 26 11 15 − Total a $ 1,807 $ 950 $ 727 $ 130 a Excludes $10 million accrued for dividend and interest receivable.

The table below sets forth a summary of changes in the fair value of Level 3 assets held by BNSF’s funded pension plans for the year ended December 31, 2011 (in millions):

U.S. Government Collateralized Debt Obligations & Level 3 Inputs Total Securities Real Estate MBS

Balance as of December 31, 2010 $ 120 $ 1 $ 116 $ 3 Actual return on plan assets: Relating to assets still held at reporting date 13 − 13 − Purchases, sales and settlements (1) − − (1) Transfers out of Level 3 (2) − − (2)

Balance as of December 31, 2011 $ 130 $ 1 $ 129 $ −

The Company is not required to make contributions to the BNSF Retirement Plan in 2013. The Company is required to make contributions of $9 million to its other funded pension plans. The Company expects to make benefit payments in 2013 of $7

million from its unfunded non-qualified pension plan.

Railroad Annual Report R-1

15A Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

The following table shows expected benefit payments from its defined benefit pension plans and expected claim payments for the retiree health and welfare plan for the next five fiscal years and the aggregate five years thereafter (in millions):

Expected Expected Pension Retiree Health Plan Benefit and Welfare Fiscal year Payments a Payments 2013 $ 162 $ 25 2014 156 24 2015 157 24 2016 157 23 2017 155 22 2018–2022 736 101 a Primarily consists of the BNSF Retirement Plan payments, which are made from the plan trust and do not represent an immediate cash outflow for the Company.

Defined Contribution Plans

BNSF and BNSF Railway sponsor qualified 401(k) plans that cover substantially all employees and a non-qualified defined contribution plan that covers certain officers and other employees. The Company matches 50 percent of the first six percent of non- union employees’ contributions and matches 25 percent on the first four percent of a limited number of union employees’ contributions, which are subject to certain percentage limits of the employees’ earnings, at each pay period. Non-union employees are eligible to receive an annual discretionary matching contribution of up to 30 percent of the first six percent of their contributions. Employer contributions are subject to a five-year length of service vesting schedule. The Company’s 401(k) matching expense was $32 million, $31 million, and $28 million during the years ended December 31, 2012, 2011 and 2010, respectively.

Other

Under collective bargaining agreements, BNSF Railway participates in multi-employer benefit plans that provide certain postretirement health care and life insurance benefits for eligible union employees. Insurance premiums paid attributable to retirees, which are generally expensed as incurred, were $71 million, $73 million, and $63 million during the years ended December 31, 2012, 2011 and 2010, respectively. The average number of employees covered under these plans were 36 thousand, 35 thousand, and 33 thousand during the years ended December 31, 2012, 2011 and 2010, respectively.

Note 3 Commitments and Contingencies Lease Commitments BNSF Railway has substantial lease commitments for locomotives, freight cars, trailers and containers, office buildings, operating facilities and other property, and many of these leases provide the option to purchase the leased item at fair market value at the end of the lease. However, some provide fixed price purchase options. Future minimum lease payments as of December 31, 2012, are summarized as follows (in millions):

a December 31, Capital Leases Operating Leases

2013 $ 178 $ 576 2014 146 566 2015 113 526 2016 190 512 2017 76 455 Thereafter 572 2,483 Total 1,275 $ 5,118 Less amount representing interest (304 ) Present value of minimum lease payments $ 971 a Excludes leases having non-cancelable lease terms of less than one year and per diem leases.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15B 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Lease rental expense for all operating leases, excluding per diem leases, was $627 million, $586 million and $599 million for the years ended December 31, 2012, 2011 and 2010, respectively. When rental payments are not made on a straight-line basis, the Company recognizes rental expense on a straight-line basis over the lease term. Contingent rentals and sublease rentals were not significant.

Other Commitments

In the normal course of business, the Company enters into long-term contractual requirements for future goods and services needed for the operations of the business. Such commitments are not in excess of expected requirements and are not reasonably likely to result in performance penalties or payments that would have a material adverse effect on the Company’s liquidity.

Guarantees As of December 31, 2012, BNSF Railway has not been called upon to perform under the guarantees specifically disclosed in this footnote and does not anticipate a significant performance risk in the foreseeable future.

Debt and other obligations of non-consolidated entities guaranteed by the Company as of December 31, 2012, were as follows (dollars in millions):

Guarantees BNSF Railway Principal Maximum Maximum Remaining Ownership Amount Future Recourse Term Capitalized

Percentage Guaranteed Payments Amount a (in years ) Obligations

Termination of Kinder Morgan Energy Partners, L.P. 0.5 % $ 190 $ 190 $ – Ownership $ – Chevron Phillips b Chemical Company, LP 0.0 % N/A c N/A c N/A c 5 $ 8 All other 0.0 % $ 9 $ 14 $ – Various $ – a Reflects the maximum amount the Company could recover from a third party other than the counterparty. b Reflects the asset and corresponding liability for the fair value of these guarantees required by authoritative accounting guidance related to guarantees. c There is no cap to the liability that can be sought from BNSF Railway for BNSF Railway’s negligence or the negligence of the indemnified party. However, BNSF Railway could receive reimbursement from certain insurance policies if the liability exceeds a certain amount.

Kinder Morgan Energy Partners, L.P. Santa Fe Pacific Pipelines, Inc., an indirect, wholly-owned subsidiary of BNSF Railway, has a guarantee in connection with its remaining special limited partnership interest in Santa Fe Pacific Pipelines Partners, L.P. (SFPP), a subsidiary of Kinder Morgan Energy Partners, L.P., to be paid only upon default by the partnership. All obligations with respect to the guarantee will cease upon termination of ownership rights, which would occur upon a put notice issued by BNSF Railway or the exercise of the call rights by the general partners of SFPP.

Chevron Phillips Chemical Company, LP In the third quarter of 2007, BNSF Railway entered into an indemnity agreement with Chevron Phillips Chemical Company, LP (Chevron Phillips), granting certain rights of indemnity from BNSF Railway, in order to facilitate access to a new storage facility. Under certain circumstances, payment under this obligation may be required in the event Chevron Phillips were to incur certain liabilities or other incremental costs resulting from trackage access.

All Other As of December 31, 2012, BNSF Railway guaranteed $9 million of other debt and leases. These guarantees expire between 2013 and 2026.

Railroad Annual Report R-1

15C Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Indemnities In the ordinary course of business, BNSF Railway enters into agreements with third parties that include indemnification clauses. The Company believes that these clauses are generally customary for the types of agreements in which they are included. At times, these clauses may involve indemnification for the acts of the Company, its employees and agents, indemnification for another party’s acts, indemnification for future events, indemnification based upon a certain standard of performance, indemnification for liabilities arising out of the Company’s use of leased equipment or other property, or other types of indemnification. Despite the uncertainty whether events which would trigger the indemnification obligations would ever occur, the Company does not believe that these indemnity agreements will have a material adverse effect on the Company’s results of operations, financial position or liquidity. Additionally, the Company believes that, due to lack of historical payment experience, the fair value of indemnities cannot be estimated with any amount of certainty. However, the fair value of any such amount would be immaterial to the Consolidated Financial Statements. Agreements that contain unique circumstances, particularly agreements that contain guarantees that indemnify for another party’s acts are disclosed separately if appropriate. Unless separately disclosed above, no fair value liability related to indemnities has been recorded in the Consolidated Financial Statements.

Variable Interest Entities – Leases BNSF Railway has entered into various equipment lease transactions in which the structure of the lease contains VIEs. These VIEs were created solely for the lease transactions and have no other activities, assets or liabilities outside of the lease transactions. In some of the arrangements, BNSF Railway has the option to purchase some or all of the equipment at a fixed-price, thereby creating variable interests for BNSF Railway in the VIEs. The future minimum lease payments associated with the VIE leases were approximately $4 billion as of December 31, 2012.

In the event the leased equipment is destroyed, BNSF Railway is obligated to either replace the equipment or pay a fixed loss amount. The inclusion of the fixed loss amount is a standard clause within equipment lease arrangements. Historically, BNSF Railway has not incurred significant losses related to this clause. As such, it is not anticipated that the maximum exposure to loss would materially differ from the future minimum lease payments.

BNSF Railway does not provide financial support to the VIEs that it was not previously contractually obligated to provide.

BNSF Railway maintains and operates the equipment based on contractual obligations within the lease arrangements, which set specific guidelines consistent within the industry. As such, BNSF Railway has no control over activities that could materially impact the fair value of the leased equipment. BNSF Railway does not hold the power to direct the activities of the VIEs and therefore does not control the ongoing activities that have a significant impact on the economic performance of the VIEs. Additionally, BNSF Railway does not have the obligation to absorb losses of the VIEs or the right to receive benefits of the VIEs that could potentially be significant to the VIEs. Depending on market conditions, the fixed-price purchase options could potentially provide benefit to the Company; however, any benefits potentially received from a fixed-price purchase option are expected to be minimal. Based on these factors, BNSF Railway is not the primary beneficiary of the VIEs. As BNSF Railway is not the primary beneficiary and the VIE leases are classified as operating leases, there are no assets or liabilities related to the VIEs recorded in the Company's Consolidated Balance Sheet.

Personal Injury and Environmental Costs Personal Injury Personal injury claims, including asbestos claims and employee work-related injuries and third-party injuries (collectively, other personal injury), are a significant expense for the railroad industry. Personal injury claims by BNSF Railway employees are subject to the provisions of the Federal Employers’ Liability Act (FELA) rather than state workers’ compensation laws. FELA’s system of requiring the finding of fault, coupled with unscheduled awards and reliance on the jury system, contributed to increased expenses in past years. Other proceedings include claims by non-employees for punitive as well as compensatory damages. A few proceedings purport to be class actions. The variability present in settling these claims, including non-employee personal injury and matters in which punitive damages are alleged, could result in increased expenses in future years. BNSF Railway has implemented a number of safety programs designed to reduce the number of personal injuries as well as the associated claims and personal injury expense.

BNSF Railway records an undiscounted liability for personal injury claims when the expected loss is both probable and reasonably estimable. The liability and ultimate expense projections are estimated using standard actuarial methodologies. Liabilities recorded for unasserted personal injury claims are based on information currently available. Due to the inherent uncertainty involved in projecting future events such as the number of claims filed each year, developments in judicial and legislative standards and the average costs to settle projected claims, actual costs may differ from amounts recorded. BNSF Railway has obtained insurance coverage for certain claims, as discussed under the heading “BNSF Insurance Company.” Expense accruals and any required adjustments are classified as materials and other in the Consolidated Statements of Income.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15D 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Asbestos The Company is party to a number of personal injury claims by employees and non-employees who may have been exposed to asbestos. The heaviest exposure for BNSF Railway employees was due to work conducted in and around the use of steam locomotive engines that were phased out between the years of 1950 and 1967. However, other types of exposures, including exposure from locomotive component parts and building materials, continued after 1967 until they were substantially eliminated at BNSF Railway by 1985.

BNSF Railway assesses its unasserted asbestos liability exposure on an annual basis during the third quarter. BNSF Railway determines its asbestos liability by estimating its exposed population, the number of claims likely to be filed, the number of claims that will likely require payment and the estimated cost per claim. Estimated filing and dismissal rates and average cost per claim are determined utilizing recent claim data and trends.

Key elements of the assessment include:

• Because BNSF Railway did not have detailed employment records in order to compute the population of potentially exposed employees, it computed an estimate using Company employee data from 1970 forward and estimated the BNSF Railway employee base from 1938-1969 using railroad industry historical census data and estimating BNSF Railway’s representation in the total railroad population.

• The projected incidence of disease was estimated based on epidemiological studies using employees’ age, duration and intensity of exposure while employed.

• An estimate of the future anticipated claims filing rate by type of disease (non-malignant, cancer and mesothelioma) was computed using the Company’s average historical claim filing rates for the period 2009-2012.

• An estimate of the future anticipated dismissal rate by type of claim was computed using the Company’s historical average dismissal rates observed in 2010-2012.

• An estimate of the future anticipated settlement by type of disease was computed using the Company’s historical average of dollars paid per claim for pending and future claims using the average settlement by type of incidence observed during 2010- 2012.

From these assumptions, BNSF Railway projected the incidence of each type of disease to the estimated population to arrive at an estimate of the total number of employees that could potentially assert a claim. Historical claim filing rates were applied for each type of disease to the total number of employees that could potentially assert a claim to determine the total number of anticipated claim filings by disease type. Historical dismissal rates, which represent claims that are closed without payment, were then applied to calculate the number of future claims by disease type that would likely require payment by the Company. Finally, the number of such claims was multiplied by the average settlement value to estimate BNSF Railway’s future liability for unasserted asbestos claims.

The most sensitive assumptions for this accrual are the estimated future filing rates and estimated average claim values. Asbestos claim filings are typically sporadic and may include large batches of claims solicited by law firms. To reflect these factors, BNSF Railway used a multi-year calibration period (i.e., the average historical filing rate for the period 2009-2012) because it believed it would be most representative of its future claim experience. In addition, for non-malignant claims, the number of future claims to be filed against BNSF Railway declines at a rate consistent with both mortality and age as there is a decreasing propensity to file a claim as the population ages. BNSF Railway believes the average claim values by type of disease from the historical period 2010- 2012 are most representative of future claim values. Non-malignant claims, which represent approximately 90 percent of the total number and 65 percent of the cost of estimated future asbestos claims, were priced by age of the projected claimants. Historically, the ultimate settlement value of these types of claims is most sensitive to the age of the claimant.

During the third quarters of 2012, 2011 and 2010, the Company analyzed recent filing and payment trends to ensure the assumptions used by BNSF Railway to estimate its future asbestos liability were reasonable. In 2012, management recorded a decrease in expense of $15 million due primarily to favorable settlements. In 2011, 2010 management determined that the liability remained appropriate and no change was recorded. The Company plans to update its study again in the third quarter of 2013.

Throughout the year, BNSF Railway monitors actual experience against the number of forecasted claims and expected claim payments and will record adjustments to the Company’s estimates as necessary.

Railroad Annual Report R-1

15E Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES T O FINANCIAL STATEMENTS

Based on BNSF Railway’s estimate of the potentially exposed employees and related mortality assumptions, it is anticipated that unasserted asbestos claims will continue to be filed through the year 2050. The Company recorded an amount for the full estimated filing period through 2050 because it had a relatively finite exposed population (former and current employees hired prior to 1985), which it was able to identify and reasonably estimate and about which it had obtained reliable demographic data (including age, hire date and occupation) derived from industry or BNSF Railway specific data that was the basis for the study. BNSF Railway projects that approximately 60, 80 and 95 percent of the future unasserted asbestos claims will be filed within the next 10, 15 and 25 years, respectively.

Other Personal Injury BNSF Railway estimates its other personal injury liability claims and expense quarterly based on the covered population, activity levels and trends in frequency and the costs of covered injuries. Estimates include unasserted claims except for certain repetitive stress and other occupational trauma claims that allegedly result from prolonged repeated events or exposure. Such claims are estimated on an as-reported basis because the Company cannot estimate the range of reasonably possible loss due to other non- work related contributing causes of such injuries and the fact that continued exposure is required for the potential injury to manifest itself as a claim. BNSF Railway has not experienced any significant adverse trends related to these types of claims in recent years.

Key elements of the actuarial assessment include:

• Size and demographics (employee age and craft) of the workforce.

• Activity levels (manhours by employee craft and carloadings).

• Expected claim frequency rates by type of claim (employee FELA or third-party liability) based on historical claim frequency trends.

• Expected dismissal rates by type of claim based on historical dismissal rates.

• Expected average paid amounts by type of claim for open and incurred but not reported claims that eventually close with payment.

From these assumptions, BNSF Railway estimates the number of open claims by accident year that will likely require payment by the Company. The projected number of open claims by accident year that will require payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF Railway’s estimated liability for all asserted claims. Additionally, BNSF Railway estimates the number of its incurred but not reported claims that will likely result in payment based upon historical emergence patterns by type of claim. The estimated number of projected claims by accident year requiring payment is multiplied by the expected average cost per claim by accident year and type to determine BNSF Railway’s estimated liability for incurred but not reported claims.

BNSF Railway monitors quarterly actual experience against the number of forecasted claims to be received, the forecasted number of claims closing with payment and expected claim payments. Adjustments to the Company’s estimates are recorded quarterly as necessary or more frequently as new events or revised estimates develop.

The following table summarizes the activity in the Company’s accrued obligations for asbestos and other personal injury matters (in millions):

Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010 Beginning balance $ 518 $ 548 $ 632 Accruals 61 82 35 Payments (136 ) (112 ) (119) Ending balance $ 443 $ 518 $ 548

At December 31, 2012 and 2011, $105 million and $125 million were included in current liabilities, respectively. In addition, defense and processing costs, which are recorded on an as-reported basis, were not included in the recorded liability. The Company is primarily self-insured for personal injury claims.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15F 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Because of the uncertainty surrounding the ultimate outcome of personal injury claims, it is reasonably possible that future costs to settle personal injury claims may range from approximately $396 million to $511 million. However, BNSF Railway believes that the $443 million recorded at December 31, 2012, is the best estimate of the Company’s future obligation for the settlement of personal injury claims.

The amounts recorded by BNSF Railway for personal injury liabilities were based upon currently known facts. Future events, such as the number of new claims to be filed each year, the average cost of disposing of claims, as well as the numerous uncertainties surrounding personal injury litigation in the United States, could cause the actual costs to be higher or lower than projected.

Although the final outcome of personal injury matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

BNSF Insurance Company Burlington Northern Santa Fe Insurance Company, Ltd. (BNSF IC), a wholly owned subsidiary of BNSF, provides insurance coverage for certain risks, FELA claims, railroad protective, force account insurance claims and certain excess general liability and property coverage, and certain other claims which are subject to reinsurance. During the years ended December 31, 2012, 2011 and 2010, BNSF IC wrote insurance coverage with premiums totaling $114 million, $118 million, and $135 million, respectively, for BNSF Railway, net of reimbursements from third parties. During this same time, BNSF Railway recognized $112 million, $115 million, and $135 million, respectively, in expense related to those premiums, which is classified as purchased services in the Consolidated Statements of Income. At December 31, 2012, unamortized premiums remaining on the Consolidated Balance Sheet were $9 million. During the years ended December 31, 2012, 2011 and 2010, BNSF IC made claim payments totaling $116 million, $56 million and $68 million, respectively, for settlement of covered claims. At December 31, 2012 and 2011, claims receivables from BNSF IC were $5 million and $49 million, respectively.

Environmental The Company’s operations, as well as those of its competitors, are subject to extensive federal, state and local environmental regulation. BNSF Railway’s operating procedures include practices to protect the environment from the risks inherent in railroad operations, which frequently involve transporting chemicals and other hazardous materials. Additionally, many of BNSF Railway’s land holdings are and have been used for industrial or transportation-related purposes or leased to commercial or industrial companies whose activities may have resulted in discharges onto the property. As a result, BNSF Railway is subject to environmental cleanup and enforcement actions. In particular, the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA), also known as the Superfund law, as well as similar state laws, generally impose joint and several liability for cleanup and enforcement costs on current and former owners and operators of a site without regard to fault or the legality of the original conduct. BNSF Railway has been notified that it is a potentially responsible party (PRP) for study and cleanup costs at Superfund sites for which investigation and remediation payments are or will be made or are yet to be determined (the Superfund sites) and, in many instances, is one of several PRPs. In addition, BNSF Railway may be considered a PRP under certain other laws. Accordingly, under CERCLA and other federal and state statutes, BNSF Railway may be held jointly and severally liable for all environmental costs associated with a particular site. If there are other PRPs, BNSF Railway generally participates in the cleanup of these sites through cost-sharing agreements with terms that vary from site to site. Costs are typically allocated based on such factors as relative volumetric contribution of material, the amount of time the site was owned or operated and/or the portion of the total site owned or operated by each PRP.

BNSF Railway is involved in a number of administrative and judicial proceedings and other mandatory cleanup efforts for 249 sites, including 17 Superfund sites, at which it is participating in the study or cleanup, or both, of alleged environmental contamination.

Railroad Annual Report R-1

15G Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Liabilities for environmental cleanup costs are recorded when BNSF Railway’s liability for environmental cleanup is probable and reasonably estimable. Subsequent adjustments to initial estimates are recorded as necessary based upon additional information developed in subsequent periods. Environmental costs include initial site surveys and environmental studies as well as costs for remediation of sites determined to be contaminated.

BNSF Railway estimates the ultimate cost of cleanup efforts at its known environmental sites on an annual basis during the third quarter. Ultimate cost estimates for environmental sites are based on current estimated percentage to closure ratios, possible remediation work plans and estimates of the costs and likelihood of each possible outcome, historical payment patterns, and benchmark patterns developed from data accumulated from industry and public sources, including the Environmental Protection Agency and other governmental agencies. These factors incorporate into the estimates experience gained from cleanup efforts at other similar sites. The most significant assumptions are the possible remediation work plans and estimates of the costs and likelihood of each possible outcome for the larger sites.

Annual studies do not include (i) contaminated sites of which the Company is not aware; (ii) additional amounts for third-party tort claims, which arise out of contaminants allegedly migrating from BNSF Railway property, due to a limited number of sites; or (iii) natural resource damage claims. BNSF Railway continues to estimate third-party tort claims on a site by site basis when the liability for such claims is probable and reasonably estimable. BNSF Railway’s recorded liability for third-party tort claims as of December 31, 2012, is $13 million.

On a quarterly basis, BNSF Railway monitors actual experience against the forecasted remediation and related payments made on existing sites and conducts ongoing environmental contingency analyses, which consider a combination of factors including independent consulting reports, site visits, legal reviews and analysis of the likelihood of other PRP's participation in, and their ability to pay for cleanup. Adjustments to the Company’s estimates will continue to be recorded as necessary based on developments in subsequent periods. Additionally, environmental accruals, which are classified as materials and other in the Consolidated Statements of Income, include amounts for newly identified sites or contaminants, third-party claims and legal fees incurred for defense of third-party claims and recovery efforts.

The following table summarizes the activity in the Company’s accrued obligations for environmental matters (in millions):

Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010

Beginning balance $ 570 $ 578 $ 517 Accruals (17) 43 150 Payments (95) (51) (89) Ending balance $ 458 $ 570 $ 578

At December 31, 2012 and 2011, $65 million and $80 million, respectively, was included in current liabilities.

In 2012 settlements with various parties resulted in reductions in expense of approximately $30 million.

During the third quarters of 2012, 2011 and 2010, the Company analyzed recent data and trends to ensure the assumptions used by BNSF Railway to estimate its future environmental liability were reasonable. As a result of this study, in the third quarters of 2012, 2011 and 2010, management recorded additional expense of approximately $3 million, $29 million and $73 million as of the June 30 measurement date, respectively. The Company plans to update its study again in the third quarter of 2013.

In the fourth quarter of 2010, as part of BNSF Railway’s ongoing quarterly environmental contingency analyses, BNSF Railway recorded additional expense of approximately $100 million related to changes in estimates at approximately 20 of its more complex sites. The total cost of remediation at these sites has a higher degree of uncertainty than the majority of its sites, driven by higher regulatory volatility and more complex, longer term, and costly type remedies than BNSF Railway typically experiences. These factors highlighted a need for BNSF Railway to incorporate other potential outcomes into its current estimates.

In the third quarter of 2010, additional test results and negotiations with various parties at certain sites resulted in a reduction in expense of approximately $40 million.

BNSF Railway’s environmental liabilities are not discounted. BNSF Railway anticipates that the majority of the accrued costs at December 31, 2012, will be paid over the next ten years, and no individual site is considered to be material.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15H 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Liabilities recorded for environmental costs represent BNSF Railway’s best estimate of its probable future obligation for the remediation and settlement of these sites and include both asserted and unasserted claims. Although recorded liabilities include BNSF Railway’s best estimate of all probable costs, without reduction for anticipated recoveries from third parties, BNSF Railway’s total cleanup costs at these sites cannot be predicted with certainty due to various factors such as the extent of corrective actions that may be required, evolving environmental laws and regulations, advances in environmental technology, the extent of other parties’ participation in cleanup efforts, developments in ongoing environmental analyses related to sites determined to be contaminated and developments in environmental surveys and studies of contaminated sites.

Because of the uncertainty surrounding these factors, it is reasonably possible that future costs for environmental liabilities may range from approximately $350 million to $630 million. However, BNSF Railway believes that the $458 million recorded at December 31, 2012, is the best estimate of the Company’s future obligation for environmental costs.

Although the final outcome of these environmental matters cannot be predicted with certainty, it is the opinion of BNSF Railway that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, the occurrence of a number of these items in the same period could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Other Claims and Litigation In addition to asbestos, other personal injury and environmental matters discussed above, BNSF Railway and its subsidiaries are also parties to a number of other legal actions and claims, governmental proceedings and private civil suits arising in the ordinary course of business, including those related to disputes and complaints involving certain transportation rates and charges. Some of the legal proceedings include claims for punitive as well as compensatory damages, and a few proceedings purport to be class actions. Although the final outcome of these matters cannot be predicted with certainty, considering among other things the meritorious legal defenses available and liabilities that have been recorded along with applicable insurance, BNSF Railway currently believes that none of these items, when finally resolved, will have a material adverse effect on the Company’s financial position or liquidity. However, an unexpected adverse resolution of one or more of these items could have a material adverse effect on the results of operations in a particular quarter or fiscal year.

Railroad Annual Report R-1

15I Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS Note 4 Hedging Activities Fuel Fuel costs represented 31 percent, 31 percent and 25 percent of total operating expenses during the years ended December 31, 2012, 2011 and 2010, respectively. The Company may enter into fuel hedge instruments from time to time; however, the Company has not entered into any new derivative contracts subsequent to the Merger and all previously open derivatives expired by June 30, 2012. As of December 31, 2011, BNSF had existing fuel-derivative agreements covering approximately 36 million gallons.

Derivative Activities The Company had formally documented the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation included linking the derivatives that were designated as fair value cash flow hedges to specific assets or liabilities on the balance sheet, commitments or forecasted transactions. The Company assessed at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the changes in fair value or cash flows. Any change in fair value resulting from ineffectiveness, as defined by authoritative accounting guidance related to derivatives and hedging, was recognized in current period earnings. For derivative instruments that were designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument was recorded in accumulated other comprehensive loss (AOCL) as a separate component of equity and reclassified into earnings in the period during which the hedge transaction affects earnings. Cash flows related to fuel derivatives are classified as operating activities in the Consolidated Statements of Cash Flows.

The maximum amount of loss the Company could have incurred from credit risk based on the gross fair value of derivative instruments in asset positions and the Company’s net asset exposure to counterparty credit risk was $24 million as of December 31, 2011. As of December 31, 2011, the amount recorded for derivative transactions, net of any master netting arrangements was the same amount as derivative positions presented gross of any master netting arrangements.

The tables below contain summaries of all derivative positions reported in the Consolidated Financial Statements, presented gross of any master netting arrangements (in millions):

Fair Value of Derivative Instruments

Asset Derivatives Balance Sheet December 31, December 31, 2012 2011 Location

Asset derivatives designated as hedging instruments under ASC 815-20 Fuel Contracts $ − $ 24 Other current assets Total asset derivatives designated as hedging instruments under ASC 815-20 $ − $ 24

The Effects of Derivative Instruments Gains and Losses for the Years Ended December 31, 2012, December 31, 2011, and December 31, 2010

Derivatives in ASC 815-20 Cash Flow Hedging Relationships

Amount of Gain or (Loss) Recognized in OCI on Derivatives (Effective Portion) Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010 Fuel Contracts $ 7 $ 50 $ 14

Total derivatives $ 7 $ 50 $ 14

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15J 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Amount of Gain or (Loss) Recognized from AOCL into Income (Effective Portion) Location of Gain or Year Ended Year Ended Year Ended (Loss) Recognized from December 31, December 31, December 31, AOCL into Income 2012 2011 2010 Fuel Contracts Fuel expense $ 29 $ 78 $ (28)

Total derivatives $ 29 $ 78 $ (28)

Amount of Gain or (Loss) Recognized in Income on Derivatives (Ineffective Portion and Amount Excluded from Effectiveness Testing)a Location of Gain or Year Ended Year Ended Year Ended (Loss) Recognized in December 31, December 31, December 31, Income on Derivatives 2012 2011 2010 Fuel Contracts Fuel expense $ (3) $ (16) $ 3

Total derivatives $ (3) $ (16) $ 3 a No portion of the gain or (loss) was excluded from the assessment of hedge effectiveness for the periods then ended.

The Company utilized a market approach using the forward commodity price for the periods hedged to value its fuel-derivative swaps and costless collars. As such, the fair values of these instruments are classified as Level 2 valuations under authoritative accounting guidance related to fair value measurements.

Note 5 Stock-Based Compensation

On April 15, 1999, BNSF shareholders approved the Burlington Northern Santa Fe 1999 Stock Incentive Plan and authorized 20 million shares of BNSF common stock to be issued in connection with stock options, restricted stock, restricted stock units and performance stock. On April 18, 2001, April 17, 2002, April 21, 2004 and April 19, 2006, BNSF shareholders approved the amendments to the Burlington Northern Santa Fe 1999 Stock Incentive Plan, which authorized additional awards of 9 million, 6 million, 7 million and 11 million shares, respectively, of BNSF common stock to be issued in connection with stock options, restricted stock, restricted stock units and performance stock. Additionally, on April 18, 1996, BNSF shareholders approved the non- employee directors’ stock plan and authorized 900 thousand shares of BNSF common stock to be issued in connection with this plan.

No further grants of BNSF stock will be made under the BNSF stock-based compensation plans.

Under BNSF’s Predecessor stock plans, options were granted to directors, officers and salaried employees of BNSF Railway at the fair market value of BNSF’s common stock on the date of grant. Stock option grants generally vest ratably over three years and expire within ten years after the date of grant. Shares issued upon exercise of options were issued from treasury shares or from authorized but unissued shares.

Following the Merger, each outstanding stock option or share award of BNSF common stock was converted into an option or restricted stock unit of Berkshire Class B Common Stock, in accordance with a formula to convert such awards.

Additionally, following the Merger, the Berkshire Hathaway Inc. 2010 Umbrella Plan for BNSF Equity Plans became effective, authorizing approximately 16 million shares of Berkshire Class B Common Stock to be issued in connection with the conversion of BNSF stock options, restricted stock units and performance stock. Included in this amount is approximately 300 thousand shares for certain outstanding option awards that provide for a reload feature if the eligible employee pays all or a portion of the purchase price with Berkshire stock. In that event, the employee is issued new options to purchase additional shares of Berkshire Class B Common Stock equal to the number of shares of stock surrendered in such payment. Approximately 211 thousand shares of Berkshire Class B Common Stock were available for future reload grants at December 31, 2012.

Railroad Annual Report R-1

15K Road Initials: BNSF Year 2012 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Stock Options All Stock options granted in the periods presented relate to reload grants. The fair value of each option award is estimated on the date of grant using the Black-Sholes option-pricing model.

A summary of the status of stock options is presented below (options in thousands, aggregate intrinsic value in millions):

Weighted Average Remaining Weighted Average Contractual Term Aggregate Intrinsic Options Exercise Prices (in years) Value

Balance at December 31, 2011 9,571 $ 56.00 4.86 $ 200 Granted 4 85.04 Exercised (2,552) 47.00 Cancelled (92) 81.68 Balance at December 31, 2012 6,931 $ 59.00 4.47 $ 213

Options exercisable at December 31, 2012 6,927 $ 58.98 4.47 $ 213

The total intrinsic value of options exercised was $95 million, $55 million, and $104 million during the years ended December 31, 2012, December 31, 2011, and December 31, 2010, respectively.

Other Incentive Programs BNSF had other long-term incentive programs that utilized restricted shares/units. A summary of the status of restricted shares/units and the weighted average grant date fair values is presented below (shares in thousands):

Performance Based Performance Time Based Units Stock Total

Balance at December 31, 2011 101 $ 76.90 656 $ 76.90 331 $ 76.90 1,088 $ 76.90 Vested (26) 76.90 (653) 76.90 (121) 76.90 (800) 76.90 Forfeited (3) 76.90 (210) 76.90 (213) 76.90 Balance at December 31, 2012 75 76.90 − − − − 75 $ 76.90

A summary of the fair value of the restricted share/units vested during the years ended December 31, 2012, December 31, 2011, and December 31, 2010, respectively, is presented below:

Total Fair Value of Shares Vested Performance Based Performance (in millions) Time Based Units Stock Total

Year Ended December 31, 2012 $ 2 $ 52 $ 10 $ 64 Year Ended December 31, 2011 $ 6 $ 36 $ − $ 42 Year Ended December 31, 2010 $ 15 $ 2 $ − $ 17

Time-based awards were granted to senior managers within BNSF Railway primarily as a retention tool and to encourage ownership in BNSF. They generally vest over three years, although in some cases up to five years, and are contingent on continued salaried employment.

Performance-based units were granted to senior managers within BNSF Railway to encourage ownership in BNSF and to align management’s interest with those of its shareholders. Performance-based units generally vest over three years and are contingent on the achievement of certain predetermined corporate performance goals (e.g., return on invested capital (ROIC)) and continued salaried employment.

Additionally, eligible employees could earn performance stock contingent upon achievement of higher ROIC goals and continued salaried employment.

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 15L 200. COMPARATIVE STATEMENT OF FINANCIAL POSITION-EXPLANATORY NOTES-Continued

NOTES TO FINANCIAL STATEMENTS

Shares awarded under each of the plans may not be sold or used as collateral and are generally not transferable by the holder until the shares awarded become free of restrictions. Compensation cost, net of tax, recorded under the various stock incentive plans is shown in the following table (in millions):

Year Ended Year Ended Year Ended December 31, December 31, December 31, 2012 2011 2010

Compensation cost $ 19 $ 64 $ 122 Income tax benefit (7 ) (24 ) (43 )

Total $ 12 $ 40 $ 79

In 2010, the Company recognized $32 million of expense as a result of a re-measurement event occurring.

At December 31, 2012, there was $1 million of total unrecognized compensation cost related to unvested share-based compensation arrangements.

Railroad Annual Report R-1 16 Road Initials: BNSF Year 2012 210. RESULTS OF OPERATIONS (Dollars in Thousands) 1. Disclose requested information for respondent pertaining to results Cross-Checks of operations for the year. Schedule 210 Schedule 210 Line 15, col b = Line 62, col b 2. Report total operating expenses from Sched. 410. Any differences Lines 47,48,49 col b = Line 63, col b between this schedule and Sched. 410 must be explained on page 18. Line 50, col b = Line 64, col b

3. List dividends from investments accounted for under the cost method on line 19, and list dividends accounted for under the equity method Schedule 410 on line 25. Line 14, col b = Line 620, col h Line 14, col d = Line 620, col f 4. All contra entries should be shown in parenthesis. Line 14, col e = Line 620, col g

Line Cross Item Amount for Amount for Freight-related Passenger-related Line No. Check current year preceding year revenue & revenue & No. expenses expenses (a) (b) (c) (d) (e) ORDINARY ITEMS OPERATING INCOME Railway Operating Income 1 (101) Freight 20,320,995 19,038,707 20,320,995 1 2 (102) Passenger 2 3 (103) Passenger-related 3 4 (104) Switching 35,995 32,375 35,995 4 5 (105) Water transfers 5 6 (106) Demurrage 136,974 140,711 136,974 6 7 (110) Incidental 100,396 101,571 100,396 7 8 (121) Joint facility - credit 10,038 10,053 10,038 8 9 (122) Joint facility - debit 9 10 (501) Railway operating revenues (Exclusive of transfers 10 from government authorities-lines 1-9) 20,604,398 19,323,417 20,604,398 11 (502) Railway operating revenues - transfers from 11 government authorities 12 (503) Railway operating revenues - amortization of 12 deferred transfers from government authorities 13 TOTAL RAILWAY OPERATING REVENUES (lines 10-12) 20,604,398 19,323,417 20,604,398 13 14 * (531) Railway operating expenses 14,910,566 14,327,133 14,910,566 14 15 * Net revenue from railway operations 5,693,832 4,996,284 5,693,832 15 OTHER INCOME 16 (506) Revenue from property used in other than carrier 16 operations 17 (510) Miscellaneous rent income 17 18 (512) Separately operated properties - profit 18 19 (513) Dividend income (cost method) 400 400 19 20 (514) Interest income 64,611 41,240 20 21 (516) Income from sinking and other funds 21 22 (517) Release of premiums on funded debt 22 23 (518) Reimbursements received under contracts and 23 agreements 24 (519) Miscellaneous income 55,253 36,725 24 Income from affiliated companies: 519 25 a. Dividends (equity method) 25 26 b. Equity in undistributed earnings (losses) 26 27 TOTAL OTHER INCOME (lines 16-26) 120,264 78,365 27 28 TOTAL INCOME (lines 15, 27) 5,814,096 5,074,649 28 MISCELLANEOUS DEDUCTIONS FROM INCOME 29 (534) Expenses of property used in other than carrier 29 operations 30 (544) Miscellaneous taxes 30 31 (545) Separately operated properties-Loss 31 32 (549) Maintenance of investment organization 32 33 (550) Income transferred under contracts and agreements 33 34 (551) Miscellaneous income charges 18,853 21,438 34 35 (553) Uncollectible accounts 35 36 TOTAL MISCELLANEOUS DEDUCTIONS 18,853 21,438 36 37 Income available for fixed charges 5,795,243 5,053,211 37 Railroad Annual Report R-1 Road Initials: BNSF Year 2012 17 210. RESULTS OF OPERATIONS - Continued (Dollars in Thousands)

Line Cross Item Amount for Amount for Line No. Check (a) current year preceding year No. (b) (c) FIXED CHARGES (546) Interest on funded debt: 38 (a) Fixed interest not in default 86,527 104,526 38 39 (b) Interest in default 39 40 (547) Interest on unfunded debt 40 41 (548) Amortization of discount on funded debt 2,437 2,632 41 42 TOTAL FIXED CHARGES (lines 38 through 41) 88,964 107,158 42 43 Income after fixed charges (line 37 minus line 42) 5,706,279 4,946,053 43 OTHER DEDUCTIONS (546) Interest on funded debt: 44 (c) Contingent interest 44 UNUSUAL OR INFREQUENT ITEMS 45 (555) Unusual or infrequent items (debit) credit 45 46 Income (Loss) from continuing operations (before inc. taxes) 5,706,279 4,946,053 46 PROVISIONS FOR INCOME TAXES (556) Income taxes on ordinary income: 47 * (a) Federal income taxes 1,419,839 395,883 47 48 * (b) State income taxes 173,955 78,752 48 49 * (c) Other income taxes 49 50 * (557) Provision for deferred taxes 545,050 1,366,874 50 51 TOTAL PROVISION FOR INCOME TAXES (lines 47 through 52) 2,138,844 1,841,509 51 52 Income from continuing operations (line 46 minus line 51) 3,567,435 3,104,544 52 DISCONTINUED OPERATIONS 53 (560) Income or loss from operations of discontinued segments (less applicable income 53 taxes of $ ) 54 (562) Gain or loss on disposal of discontinued segments (less applicable income taxes 54 of $ ) 55 Income before extraordinary items (lines 52 through 54) 3,567,435 3,104,544 55 EXTRAORDINARY ITEMS AND ACCOUNTING CHANGES 56 (570) Extraordinary items (Net) 56 57 (590) Income taxes on extraordinary items 57 58 (591) Provision for deferred taxes - Extraordinary items 58 59 TOTAL EXTRAORDINARY ITEMS (lines 56 through 58) 59 60 (592) Cumulative effect of changes in accounting principles (less applicable income 60 taxes of $ ) 61 * Net income (Loss) (lines 55 + 59 + 60) 3,567,435 3,104,544 61 RECONCILIATION OF NET RAILWAY OPERATING INCOME (NROI) 62 * Net revenues from railway operations 5,693,832 4,996,284 62 63 * (556) Income taxes on ordinary income (-) 1,593,794 474,635 63 64 * (557) Provision for deferred income taxes (-) 545,050 1,366,874 64 65 Income from lease of road and equipment (-) 12,848 12,844 65 66 Rent for leased roads and equipment (+) 66 67 Net railway operating income (loss) 3,542,140 3,141,931 67

Railroad Annual Report R-1 18 Road Initials: BNSF Year 2012

NOTES AND REMARKS FOR SCHEDULE 210 AND 220

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 19 220. RETAINED EARNINGS (Dollars in Thousands)

1. Show below the items of retained earnings accounts of the respondent for the year, classified in accordance with the Uniform System of Accounts for Railroad Companies,

2. All contra entries should be shown in parentheses.

3. Show in lines 22 and 23 the amount of assigned Federal income tax consequences for accounts 606 and 616.

4. Segregate in column (c) all amounts applicable to the equity in undistributed earnings (losses) of affiliated companies based on the equity method of accounting.

5. Line 3 (line 7 if a debit balance), column (c), should agree with line 26, column (b), in Schedule 210. The total of columns (b) and (c), lines 3 and 7, should agree with line 61, column (b) in Schedule 210.

6. Include in column (b) only amounts applicable to retained earnings exclusive of any amounts included in column (c).

Line Cross Item Retained Equity in Undistributed Line No. Check Earnings - Earnings (Losses) of No. Unappropriated Affiliated Companies (a) (b) (c) 1 Balances at beginning of year 14,514,247 323,123 1 2 (601.5) Prior period adjustments to beginning retained earnings 2 CREDITS 3 (602) Credit balance transferred from income 3,554,618 12,817 3 4 (603) Appropriations released 4 5 (606) Other credits to retained earnings 5 6 TOTAL CREDITS 3,554,618 12,817 6 DEBITS 7 (612) Debit balance transferred from income 7 8 (616) Other debits to retained earnings 1,877,291 8 9 (620) Appropriations for sinking and other funds 9 10 (621) Appropriations for other purposes 10 11 (623) Dividends: Common stock 11 12 Preferred stock (1) 12 13 TOTAL DEBITS 1,877,291 13 14 Net increase (decrease) during year (Line 6 minus line 13) 1,677,327 12,817 14 15 Balances at close of year (lines 1, 2, and 14) 16,191,574 335,940 15 16 Balances from line 15 (c) 335,940 N/A 16 17 (798) Total unappropriated retained earnings and equity in 17 undistributed earnings (losses) of affiliated companies at end of year 16,527,514 18 (797) Total appropriated retained earnings: 18 19 Credits during year $ 0 N/A 19 20 Debits during year $ 0 20 21 Balance at close of year $ 0 21

Amount of assigned Federal income tax consequences 22 Account 606 $ 0 22 23 Account 616 $ 0 23

Railroad Annual Report R-1

20 230. CAPITAL STOCK PART I. CAPITAL STOCK (Dollars in Thousands) 1 Disclose in column (a) the particulars of the various issues of capital stock of the respondent, distinguishing separate issues of any general class, if different in any respect. 2 Present in column (b) the par or stated value of each issue. If none, so state. 3 Disclose in columns (c), (d), (e), and (f) the required information concerning the number of shares authorized, issued, in treasury, and outstanding for the various issues. 4 For the purposes of this report, capital stock and other securities are considered to be nominally issued when certificates are signed and sealed and placed with the proper officer for sale and delivery or are pledged or otherwise placed in some special fund of the respondent. They are considered to be actually issued when sold to a bona fide purchaser who holds them free from control by the respondent. All securities actually issued and not reacquired by or for the respondent are considered to be actually outstanding. If reacquired by or for the respondent, and not canceled or retired, they are considered to be nominally outstanding.

Number of Shares Book Value at End of Year Line Class of Stock Par Value Authorized Issued In Treasury Outstanding Outstanding In Treasury Line No. (a) (b) (c) (d) (e) (f) (g) (h) No. 1 Common - BNSF 1,000 1,000 1,000 NONE 1,000 1 NONE 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 10 1,000 1,000 1,000 NONE 1,000 1 NONE 10 PART II. SUMMARY OF CAPITAL STOCK CHANGES DURING YEAR (Dollars in Thousands) 1 The purpose of this part is to disclose capital stock changes during the year. 2 Column (a) presents the items to be disclosed. 3 Columns (b), (d), and (f) require disclosure of the number of shares of preferred, common, and treasury stock applicable to the items in column (a). 4 Columns (c), (e), and (g) require the disclosure of the book value of preferred, common, and treasury stock. 5 Disclose in column (h) the additional paid-in capital realized from changes in capital stock during the year. 6 Unusual circumstances arising from changes in capital stock shall be fully explained in footnotes to this schedule.

Preferred Stock Common Stock Treasury Stock Additional Line Item No. of Shares $ Amount No. of Shares $ Amount No. of Shares $ Amount Capital $ Line No. (a) (b) (c) (d) (e) (f) (g) (h) No. 11 Balance at beginning of year NONE NONE 1,000 1 NONE NONE 6,331,613 11 Railroad Annual Report R-1 Road Initials: BNSF Year 2012 12 Capital stock sold 12 13 Capital stock reacquired 13 14 Capital stock cancelled 14 15 15 16 16 17 17 18 Balance at close of year NONE NONE 1,000 1 NONE NONE 6,331,613 18 Road Initials: BNSF Year 2012 21 240. STATEMENT OF CASH FLOWS (Dollars in Thousands)

Give the information as requested concerning the cash flows during the year. Either the direct or indirect method can be used. The direct method shows as its principal components operating cash receipts and payments, such as cash received from customers and cash paid to suppliers and employees, the sum of which is net cash flow from operating activities. The indirect method starts with net income and adjusts it for revenues and expense items that were not the result of operating cash transactions in the current period to reconcile it to net cash flow from operating activities If the direct method is used, complete lines 1 through 41. If the indirect method is used complete lines 10 through 41. Cash, for the purpose of this schedule, shall include cash and cash equivalents which are short-term, highly liquid investments readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Information about all investing and finance activities which do not directly affect cash shall be separately disclosed in footnotes to this schedule. They shall clearly relate the cash (if any) and noncash aspects of transactions. Examples of noncash investing and transactions include converting debt to equity, acquiring assets by assuming directly related liabilities, such as purchasing a building by incurring a mortgage to the seller; obtaining an asset by entering into a capital lease; and exchanging noncash assets or liabilities for other noncash assets or liabilities. Some transactions are part cash and part noncash; only the cash portion shall be reported directly in the statement of cash flows. Refer to FAS Statement No. 95, Statement of Cash Flows, for further details.

CASH FLOWS FROM OPERATING ACTIVITIES Line Cross Description Current Year Previous Year Line No. Check (a) (b) (c) No. 1 Cash received from operating revenues 1 2 Dividends received from affiliates 2 3 Interest received 3 4 Other income 4 5 Cash paid for operating expenses 5 6 Interest paid (net of amounts capitalized) 6 7 Income taxes paid 7 8 Other - net 8 9 NET CASH PROVIDED BY OPERATING ACTIVITIES (lines 1 through 8) 9 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Line Cross Description Current Year Previous Year Line No. Check (a) (b) (c) No. 10 Income from continuing operations 3,567,435 3,104,544 10 ADJUSTMENTS TO RECONCILE INCOME FROM CONTINUING OPERATIONS TO NET CASH PROVIDED BY OPERATING ACTIVITIES

Line Cross Description Current Year Previous Year Line No. Check (a) (b) (c) No. 11 Loss (gain) on sale or disposal of tangible property and investments (52,511) (37,900) 11 12 Depreciation and amortization expenses 1,693,409 1,620,676 12 13 Net increase (decrease) in provision for Deferred Income Taxes 545,050 1,366,874 13 14 Net decrease (increase) in undistributed earnings (losses) of affiliates 12,817 14,111 14 15 Decrease (increase) in accounts receivable 121,558 (311,244) 15 16 Decrease (increase) in material and supplies and other current assets (47,142) (101,577) 16 17 Increase (decrease) in current liabilities other than debt 15,517 346,590 17 18 Increase (decrease) in other - net (43,709) 183,510 18 19 Net cash provided from continuing operations (lines 10 through 18) 5,812,424 6,185,584 19 20 Add (Subtract) cash generated (paid) by reason of discontinued 20 operations and extraordinary items 21 NET CASH PROVIDED FROM OPERATING ACTIVITIES (lines 19 and 20) 5,812,424 6,185,584 21 CASH FLOWS FROM INVESTING ACTIVITIES

Line Cross Description Current Year Previous Year Line No. Check (a) (b) (c) No. 22 Proceeds from sale of property 52,511 37,900 22 23 Capital expenditures (3,460,811) (3,186,075) 23 24 Net change in temporary cash investments not qualifying as cash 24 equivalents 25 Proceeds from sale/repayment of investment and advances 25 26 Purchase price of long-term investment and advances 26 27 Net decrease (increase) in sinking and other special funds 27 28 Other - net (305,814) (315,339) 28 29 NET CASH USED IN INVESTING ACTIVITIES (lines 22 through 28) (3,714,114) (3,463,514) 29

(Continued on next page)

Railroad Annual Report R-1 22 Road Initials: BNSF Year 2012 240. STATEMENT OF CASH FLOWS (Concluded) (Dollars in Thousands)

CASH FLOWS FROM FINANCING ACTIVITIES

Line Cross Description Current Year Previous Year Line No. Check (a) (b) (c) No. 30 Proceeds from issuance of long-term debt 30 31 Principal payments of long-term debt (182,243) (195,732) 31 32 Proceeds from issuance of capital stock 32 33 Purchase price of acquiring treasury stock 33 34 Cash dividends paid 34 35 Other - net (1,858,917) (2,243,552) 35 36 NET CASH FROM FINANCING ACTIVITIES (lines 30 through 35) (2,041,160) (2,439,284) 36 37 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 37 (lines 21, 29, and 36) 57,150 282,786 38 Cash and cash equivalents at beginning of the year 292,976 10,190 38 39 CASH AND CASH EQUIVALENTS AT END OF THE YEAR (lines 37 & 38) 350,126 292,976 39

Footnotes to Schedule Cash paid during the year for:

40 Interest (net of amount capitalized) * 88,531 95,617 40 41 Income taxes (net) * 1,257,036 234,573 41

* Only applies if indirect method is adopted

NOTES AND REMARKS

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 23 245. WORKING CAPITAL (Dollars in Thousands)

1 This schedule should include only data pertaining to railway transportation services.

2 Carry out calculations of lines 9, 10, 20, and 21 to the nearest whole number.

Line Item Source Amount Line No. (a) (b) No. CURRENT OPERATING ASSETS 1 Interline and other balances (705) Sched. 200, line 5, col. b 52,647 1 2 Customers (706) Sched. 200, line 6, col. b 945,107 2 3 Other (707) Note A 107,263 3 4 TOTAL CURRENT OPERATING ASSETS Lines 1 + 2 + 3 1,105,017 4 OPERATING REVENUE 5 Railway operating revenue Sched. 210, line 13, col. b 20,604,398 5 6 Rent income Note B 120,406 6 7 TOTAL OPERATING REVENUES Lines 5 + 6 20,724,804 7 8 Average daily operating revenues Line 7 ÷ 360 days 57,569 8 9 Days of operating revenue in current 9 operating assets Line 4 ÷ line 8 19 10 Revenue delay days plus buffer Line 9 + 15 days 34 10 CURRENT OPERATING LIABILITIES 11 Interline and other balances (752) Sched. 200, line 31, col. b 25,847 11 12 Audited accounts and wages payable (753) Sched. 200, line 32, col. b 232,957 12 13 Accounts payable - other (754) Sched. 200, line 33, col. b 254,842 13 14 Other taxes accrued (761.5) Note A 286,552 14 15 TOTAL CURRENT OPERATING LIABILITIES Sum of lines 11 through 14 800,198 15 OPERATING EXPENSES 16 Railway operating expenses Sched. 210, line 14, col. b 14,910,566 16 17 Depreciation Sched 410, lines 136, 137, 138, 213, 232, 317, col. h 1,723,406 17 18 Cash related operating expenses Line 16 + line 6 - line 17 13,307,566 18 19 Average daily expenditures Line 18 ÷ 360 days 36,966 19 20 Days of operating expenses in current 20 operating liabilities Line 15 ÷ line 19 22 21 Days of working capital required Line 10 - line 20 (Note C) 12 21 22 Cash working capital required Line 21 x line 19 443,592 22 23 Cash and temporary cash balance Sched. 200, line 1 + line 2, col. b 350,126 23 24 Cash working capital allowed Lesser of line 22 or line 23 350,126 24 MATERIALS AND SUPPLIES 25 Total materials and supplies (712) Sched. 200, line 12, col. b 800,017 25 26 Scrap and obsolete material included in account 712 Note A 26 27 Materials and supplies held for common carrier 27 purposes Line 25 - line 26 800,017 28 TOTAL WORKING CAPITAL Line 24 + line 27 1,150,143 28

NOTES:

(A) Use common carrier portion only. Common carrier refers to railway transportation service

(B) Rent income is the sum of Schedule 410, column h, lines 121, 122, 123, 127, 128, 129, 133, 134, 135, 208, 210, 212, 227, 229, 231, 312, 314, and 316. Rent income is added to railway operating revenues to produce total revenues. Rent income is also added to total operating expenses to exclude the rent revenue items from operating expense.

(C) If result is negative, use zero.

Railroad Annual Report R-1 24 Road Initials: BNSF Year 2012

NOTES AND REMARKS

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 25

GENERAL INSTRUCTIONS CONCERNING RETURNS IN SCHEDULES 310, 310A

1. Schedule 310 should give particulars of stocks, bonds, other secured obligations, unsecured notes, and investment advances of affiliated companies held by respondent at close of year. Also, disclose the investments made, disposed of, and written down during the year and the applicable dividends and interest credited to income as a result of those investments. They should exclude securities issued or assumed by respondent. For definition of affiliated companies, see the rules governing Account No. 721 "Investments and Advances; Affiliated Companies", in the Uniform System os Accounts for Railroad Companies.

2. List the investments in the following order and show a total for each group and each class of investments by accounts in numerical order:

(A) Stocks (1) Carriers-active (2) Carriers-inactive (3) Noncarriers-active (4) Noncarriers-inactive (B) Bonds (including US government bonds) (C) Other secured obligations (D) Unsecured notes (E) Investment advances

3. The subclassification of classes (B), (C), (D), and (E) should be the same as that provided for class (A).

4. The kinds of industry represented by respondent's investments in the securities of other companies should be shown by symbol opposite the the names of the issuing corporations, the symbols and industrial classifications to be as follows:

Symbol Kind of Industry

I Agriculture, forestry, and fisheries II Mining III Construction IV Manufacuring V Wholesale and retail trade VI Finance, insurance, and real estate VII Transportation, communications, and other public utilities VIII Services IX Government X All other

5. By carriers, as the term is used here, is meant companies owning or operating railroads, facilities auxiliary thereto such as bridges, ferries, union deposts, and other terminal facilities, sleeping cars, parlor cars, dining cars, freight cars, express service and facilities, electric railways, highway motor vehicles, steamboats and other marine transportation equipment, pipe lines (other than those for transportation of water), and other instrumentalities devoted to the transportation of persons or property for hire. Telegraph and telephone companies are not meant to be included.

6. Noncarrier companies should, for the purpose of these schedules, include telephone companies, telegraph companies, mining companies, manufacturing companies, hotel companies, etc. Purely "holding companies" are to be classed as noncarrier companies, even though the securities held by such companies are largely or entirely those issued or assumed by carriers.

7. By an active corporation is meant one which maintains an organization for operating property or administering its financial affairs. An inactive corporation is one which has been practically absorbed in a controlling corporation and which neither operates property nor administers its financial affairs. If it maintains an organization it does so only for the purpose of complying with legal requirements and maintaining title to property or franchises.

8. Combine, in one amount, investments in which the original cost or present equity in total assets is less than $10,000.

9. Include investments in unincorporated entities such as lessee organizations. Exclude amounts normally settled on a current basis.

10. Do not include the value of securities issued or assumed by respondent.

11. For affiliates which do not report to the Surface Transportation Board and are jointly owned, disclose in footnotes the name and extent of control of the other controlling entities.

Railroad Annual Report R-1 26 Road Initials: BNSF Year 2012 310. INVESTMENTS AND ADVANCES AFFILIATED COMPANIES (Dollars in Thousands)

1. Give particulars of investments in stocks, bonds, other secured obligations, unsecured notes, and investment advances of companies affiliated with respondent from accounts 715 (sinking funds), 716 (capital funds), 721 (investments and advances affiliated companies), and 717 (other funds).

2. Entries in this schedule should be made in accordance with the definitions and general instructions given on page 25, classifying the investments by means of letters, figures, and symbols in columns (a), (b) and (c).

3. Indicate by means of an arbitrary mark in column (d) the obligation in support of which any security is pledged, mortgaged, or otherwise encumbered. Give names and other important particulars of such obligations in footnotes.

4. Give totals for each class and for each subclass and a grand total for each account.

5. Entries in column (d) should show date of maturity of bonds and other evidence of indebtedness. In case obligations of the same designation mature serially, the date in column (d) may be reported as "Serially ______to ______." Abbreviations in common use in standard financial publications may be used to conserve space.

Line Account Class Kind of Name of Issuing Company and also lien reference, if any Extent of Line No. No. No. Industry (include rate for preferred stocks and bonds) Control No. (a) (b) (c) (d) (e) 1 721 A-1 VII Alameda Belt Line Common 50.00 1 2 VII Belt Railway Company of Chicago, The Common 16.67 2 3 VII Central California Traction Company Common 33.33 3 4 VII Central California Traction Company Preferred 33.33 4 5 VII Houston Belt & Terminal Railway Company Common 50.00 5 6 VII Kansas City Terminal Railway Company Common 25.00 6 7 VII Longview Switching Company Common 50.00 7 8 VII MT Properties Inc. Common 43.30 8 9 VII Oakland Terminal Railway Common 50.00 9 10 VII Paducah & Illinois Railroad Company Common 33.34 10 11 VII Portland Terminal Railroad Company Common 40.00 11 12 VII St. Joseph Terminal Railroad Company Common 50.00 12 13 VII Sunset Railway Company Common 50.00 13 14 VII Terminal Railroad Association of St. Louis Common 14.29 14 15 VII Texas City Terminal Railway Company Common 33.30 15 16 VII TTX Company Common 17.30 16 17 VII Wichita Union Terminal Railway Company Common 66.67 17 18 Total Class A-1 18 19 19 20 721 A-3 X Meteorcomm, LLC 25.00 20 21 X PTC 220, LLC 14.29 21 22 VII Railmarketplace.com, Inc. Preferred 18.85 22 23 X Tongue River Holding Company, LLC 34.68 23 24 Total Class A-3 24 25 25 26 Total Class A 26 27 27 28 798 D-3 X Burlington Northern Santa Fe, LLC - BNSF Railway's parent company 28 29 Total Class D-3 29 30 30 31 31 32 32 33 33 34 34 35 35 36 36 37 37 38 38 39 39 40 40 41 41 42 42 43 43 44 44 45 45 46 46 47 47 48 48 49 49 50 50 Railroad Annual Report R-1 Road Initials: BNSF Year 2012 27 310. INVESTMENTS AND ADVANCES AFFILIATED COMPANIES - (Continued) (Dollars in Thousands)

6. If any of the companies included in this schedule are controlled by respondent, the percent of control should be shown in column (e), In case any company listed is controlled other than through actual ownership of securities, give particulars in a footnote. In case of joint control, give names of other parties and particulars of control.

7. If any advances reported are pledged, give particulars in a footnote.

8. Investments in companies in which neither the original cost or present equity in total assets are less than $10,000 may be combined in one figure.

9. Also include investments in unincorporated entities such as lessee organizations (exclusive of amounts nominally settled on a current basis).

10. This schedule should not include securities issued or assumed by respondent.

11. For affiliates which do not report to the Surface Transportation Board and are jointly owned, give names and extent of control by other entities by footnotes.

Investments and Advances Deductions (if Dividends or Line Opening Additions other than sale, Closing Disposed of Adjustments interest credited Line No. Balance explain) Balance profit (loss) Account 721.5 to income No. (f) (g) (h) (i) (j) (k) (l) 1 914 914 1 2 520 520 2 3 1,548 1,548 3 4 264 264 4 5 9 9 5 6 163 163 6 7 2 2 7 8 683 683 8 9 113 113 9 10 3 3 10 11 1,368 1,368 11 12 325 325 12 13 54 54 13 14 14 15 1,405 1,405 15 16 15,961 15,961 16 17 46 46 17 18 23,378 23,378 18 19 19 20 9,000 9,000 20 21 8,379 8,379 21 22 - - 22 23 12,989 1,708 14,697 23 24 30,368 1,708 32,076 24 25 25 26 53,746 1,708 55,454 26 27 27 28 4,563,509 2,251,500 (390,700) 6,424,309 * 28 29 4,563,509 2,251,500 (390,700) 6,424,309 * 29 30 30 31 31 32 32 33 33 34 34 35 35 36 36 37 37 38 38 39 39 40 40 41 41 42 42 43 43 44 44 45 45 46 46 47 47 48 48 49 49 50 50 Railroad Annual Report R-1 28 Road Initials: BNSF Year 2012 310. INVESTMENTS AND ADVANCES AFFILIATED COMPANIES - (Continued) (Dollars in Thousands)

Line Account Class Kind of Name of Issuing Company and also lien reference, if any Extent of Line No. No. No. Industry (include rate for preferred stocks and bonds) Control No. (a) (b) (c) (d) (e) 1 721 E-1 VII Alameda Belt Line 1 2 VII Central California Traction Company 2 3 VII Houston Belt & Terminal Railway Company 3 4 VII Kansas City Terminal Railway Company 4 5 VII Longview Switching Company 5 6 VII Paducah & Illinois Railroad Company 6 7 VII Port Terminal Railroad Association 7 8 VII St. Joseph Terminal Railroad Company 8 9 VII Sunset Railway Company 9 10 VII Texas City Terminal Railway Company 10 11 VII Wichita Terminal Association 11 12 VII Wichita Union Terminal Railway Company 12 13 Total Class E-1 13 14 14 15 721 E-3 X Kinder Morgan Energy Partners L. P. 0.50 15 16 X Meteorcomm, LLC 16 17 X Montauk Synfuels LLC 50.00 17 18 X PTC 220, LLC 18 19 X Tongue River Holding Company, LLC 19 20 Total Class E-3 20 21 21 22 Total Class E 22 23 23 24 Grand Total Account 721 24 25 25 26 Grand Total Account 798 26 27 27 28 28 29 29 30 30 31 31 32 32 33 33 34 34 35 35 36 36 37 37

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 29 310. INVESTMENTS AND ADVANCES AFFILIATED COMPANIES - (Concluded) (Dollars in Thousands)

Investments and Advances Deductions (if Dividends or Line Opening Additions other than sale, Closing Disposed of Adjustments interest credited Line No. Balance explain) Balance profit (loss) Account 721.5 to income No. (f) (g) (h) (i) (j) (k) (l) 1 (500) (500) 1 2 2,309 2,309 2 3 30,168 1,215 31,383 3 4 8,982 8,982 4 5 63 63 5 6 575 1,627 2,202 6 7 1,100 1,100 7 8 191 191 8 9 845 845 9 10 30 30 10 11 4 4 11 12 844 844 12 13 44,611 2,842 - 47,453 13 14 14 15 4,500 4,500 15 16 21,400 11,650 33,050 16 17 - 17 18 460 777 1,237 18 19 500 (500) - 19 20 26,860 12,427 (500) 38,787 20 21 21 22 71,471 15,269 (500) 86,240 22 23 23 24 125,217 16,977 (500) 141,694 24 25 25 26 4,563,509 2,251,500 (390,700) 6,424,309 * 26 27 27 28 28 29 29 30 30 31 31 32 32 33 33 34 34 35 35 36 36 37 37

* Includes $6,424,309K intercompany note receivable from Burlington Northern Santa Fe, LLC classified as equity in accordance with GAAP and the BNSF Railway 10K

Railroad Annual Report R-1 29A Road Initials: BNSF Year 2012

310. NOTES AND REMARKS

% Ownership

1 ALAMEDA BELT LINE BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00

2 BELT RAILWAY COMPANY OF CHICAGO, THE CSX Transportation, Inc. 25.00 Norfolk Southern Company 25.00 BNSF Railway Company 16.67 Grand Trunk Western Railroad Illinois Central Railroad Company 16.67 Company 8.33 Union Pacific Railroad Company 8.33 100.00 5,198 shares are held by U.S. Bank, N.A., Trustee, as collateral under the BNI Consolidated Mortgage.

3 CENTRAL CALIFORNIA TRACTION COMPANY Union Pacific Railroad Company 66.67 BNSF Railway Company 33.33 100.00

4 HOUSTON BELT & TERMINAL RAILWAY COMPANY BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00 121 shares are held by U.S. Bank, N.A., Trustee, as collateral under the BNI Consolidated Mortgage.

5 KANSAS CITY TERMINAL RAILWAY COMPANY Union Pacific Railroad Company 41.67 BNSF Railway Company 25.00 Kansas City Southern Railway Company 16.67 Iowa & Missouri Railway Company 8.33 Norfolk Southern Railway Company 8.33 100.00 5,485 shares are held by UMB of Kansas City, Missouri, Trustee, under Stock Trust Agreement dated June 12, 1909, and 5 shares are held by U.S. Bank, N.A., Trustee, as collateral under the BNI Consolidated Mortgage.

6 LONGVIEW SWITCHING COMPANY BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00

7 Meteorcomm, LLC BNSF Communications, Inc. (BNSF Railway Company) 25.00 Ekanet, Inc. (Union Pacific Railroad Company) 25.00 CSX Transportation, Inc. 25.00 NS Spectrum Corporation (Norfolk Southern Company) 25.00 100.00

8 MT PROPERTIES INC. BNSF Railway Company 43.30 Union Pacific Railroad Company 42.09 Soo Line Railroad Company 14.61 100.00 30,498 shares are subject to the liens of the BNI Consolidated Mortgage and the NP General Lien Mortgage and held as collateral by U.S. Bank, N.A., Trustee, of the BNI Consolidated Mortgage and Citibank, N.A., Trustee under the NP General Lien Mortgage.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 29B

310. NOTES AND REMARKS

% Ownership

9 OAKLAND TERMINAL RAILWAY BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00

10 PADUCAH & ILLINOIS RAILROAD COMPANY BNSF Railway Company 33.34 Paducah & Louisville Railroad Company 33.33 Canadian National Railroad Company 33.33 100.00 33 1/3 shares are held by U.S. Bank, N.A., Trustee, as collateral under the BNI Consolidated Mortgage.

11 PORTLAND TERMINAL RAILROAD COMPANY Union Pacific Railroad Company 60.00 BNSF Railway Company 40.00 100.00

12 PTC 220, LLC BNSF Spectrum, Inc. (BNSF Railway Company) 14.29 Ekanet, Inc. (Union Pacific Railroad Company) 14.28 CSX Transportation, Inc. 14.29 NS Spectrum Corporation (Norfolk Southern Company) 14.28 Canadian National Railway Company 14.29 Company 14.28 Kansas City Southern Railway Company 14.29 100.00

13 ST JOSEPH TERMINAL RAILROAD COMPANY BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00

14 SUNSET RAILWAY COMPANY BNSF Railway Company 50.00 Union Pacific Railroad Company 50.00 100.00

15 TERMINAL RAILROAD ASSOCIATION OF ST. LOUIS Missouri Pacific Railroad Company 28.57 CSX Transportation, Inc. 14.28 Illinois Central Railroad Company 14.29 BNSF Railway Company 14.29 St. Louis Southwestern Railway Company 14.29 Norfolk Southern Railway Company 14.28 100.00 2,058 shares are held by U.S. Bank, N.A., Trustee, as collateral under the BNI Consolidated Mortgage.

16 TEXAS CITY TERMINAL RAILWAY COMPANY Union Pacific Railroad Company 66.60 BNSF Railway Company 33.30 Texas City Terminal Railway Company 0.10 100.00

17 TTX COMPANY Union Pacific Railroad Company 36.79 CSX Transportation, Inc. 19.65 Norfolk Southern Railway Company 19.65 BNSF Railway Company 17.30 Canadian National Railway Company 3.15 Canadian Pacific Limited 1.57 Pan Am Railways 0.63 Kansas City Southern Railway Company 0.63 FXE Railroad 0.63 100.00 250 voting shares are held by TTX Company

Railroad Annual Report R-1 29C Road Initials: BNSF Year 2012

310. NOTES AND REMARKS

% Ownership

18 WICHITA UNION TERMINAL RAILWAY COMPANY BNSF Railway Company 66.67 Union Pacific Railroad Company 33.33 100.00

19 RAILMARKETPLACE.COM, INC. BNSF Railway Company 18.85 Canadian National Railway Company 18.85 Canadian Pacific Railway Company 18.85 CSX Transportation, Inc. 18.85 Union Pacific Railroad Company 18.85 GE Information Services, Inc. 5.75 100.00

20 MONTAUK SYNFUELS, LLC BNSF Railway Company 50.00 Montauk Energy Capital, Inc. 50.00 100.00

21 KINDER MORGAN ENERGY PARTNERS L.P. BNSF Railway Company 0.50 Various 99.50 100.00

22 TONGUE RIVER HOLDING COMPANY, LLC BNSF Railway Company 34.68 Arch Coal, Inc. 34.68 TRR Financing, LLC 30.64 100.00

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 29D

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Railroad Annual Report R-1 30 310A. INVESTMENTS IN COMMON STOCK OF AFFILIATED COMPANIES (Dollars in Thousands)

Undistributed Earnings From Certain Investments in Affiliated Companies

1. Report below the details of all investments in common stock included in Account 721, Investments and Advances Affiliated Companies. 2. Enter in column (c) the amount necessary to retroactively adjust those investments. (See instruction 5-2, Uniform System of Accounts). 3. Enter in column (d) the share of undistributed earnings (i.e., dividends) or losses. 4. Enter in column (e) the amortization for the year of the excess of cost over equity in net assets (equity over cost) at date of acquisition. 5. For definitions of carrier and noncarrier, see general instructions.

Adjustment for Equity in un- investments dis- Balance at Adjustments for distributed posed of or Balance Line Name of issuing company and description of security held beginning investments earnings (losses) Amortization written down at close Line No. of year equity method during year during year during year of year No. (a) (b) (c) (d) (e) (f) (g) Carriers: (List specifics for each company) 1 Alameda Belt Line (2,287) (40) (2,327) 1 2 Central California Traction Company (2,984) (2,984) 2 3 Houston Belt & Terminal Railway Company (14,092) (2,348) (16,440) 3 4 Kansas City Terminal Railway Company (4,878) (63) 23 (4,918) 4 5 Longview Switching Company (63) (63) 5 6 MT Properties Inc. 908 180 1,088 6 7 Oakland Terminal Railway (1,421) (94) (1,515) 7 8 Paducah & Illinois Railroad Company (24) (24) 8 9 Portland Terminal Railroad Company (810) (810) 9 10 St. Joseph Terminal Railroad Company (366) (366) 10 11 Sunset Railway Company 95 (51) 44 11 12 Texas City Terminal Railway Company 14,194 (62) 2,189 16,321 12 13 TTX Company 315,283 (2,201) 11,145 324,227 13 14 Wichita Union Terminal Railway Company (641) (641) 14 Road Initials: BNSF Year 2012 Road Initials: 15 15 16 16 17 17 Railroad Annual Report R-1 Annual Railroad 18 TOTAL CARRIERS 302,914 (2,326) 11,004 311,592 18 19 19 20 20 Noncarriers: (List specifics for each company) 21 Meteorcomm, LLC (10,793) (3,820) (14,613) 21 22 PTC 220, LLC (3,732) (208) (3,940) 22 23 Tongue River Holding Company, LLC (97) (159) (256) 23 24 TOTAL NONCARRIERS (14,622) (4,187) (18,809) 24 25 25 26 TOTAL INVESTMENTS IN COMMON STOCK 288,292 (2,326) 6,817 292,783 26

Note: Column (d) reflects equity in undistributed earnings (losses) during the year net of approximately $6M dividends received for Texas City Terminal Railway Company Road Initials: BNSF Year 2012 31 INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 330

1. Give particulars of balances at the beginning and close of the year and of all changes during the year in Account No. 731, Road and Equipment Property" and Account No. 732, "Improvements on Leased Property" classified by primary accounts in accordance with the Uniform System of Accounts for Railroad Companies. The balances, by primary accounts, should, insofar as known, be stated in column (b) and all changes made during the year should be analyzed in columns (c) to (f), inclusive. Column (g) should be the net of the amounts in columns (c) through (f). Column (h) is the aggregate of columns (b) through (f), inclusive. Grand totals of columns (b) and (h) should equal the sum of Accounts 731 and 732 for the respective periods; if not, a full explanation should be made in a footnote.

2. In column (c), show disbursements made for the specific purpose of purchasing, constructing, and equipping new lines, and for the extension of old lines, as provided for in Instruction 2-1, :Items to be charged" in the Uniform System of Accounts for Railroad Companies for such items.

3. In column (d), show the cost of a railway or portion thereof, acquired as an operating entity or system by purchase, merger, consolidation, reorganization, receivership sale or transfer, or otherwise.

4. Columns (c) and (e) should include all entries covering expenditures for additions and betterments, as defined, whether or not replacing other property.

5. All credits representing property sold, abandoned, or otherwise retires should be shown in column (f).

6. Both the debit and credit involved in each transfer, adjustment, or clearance, between road and equipment accounts, should be included in the column in which the item was initially included. Also, the transfer of prior years' debits or credits from investment in road and equipment to operating expenses or other accounts, or vice versa, should be included in the column applicable to current items of like nature. Each such transfer, adjustment, or clearance should be fully explained when in excess of $100,000.

7. If during the year an individual charge of $100,000 or more was made to Account No. 2, "Land for Transportation Purposes," state the cost, location, area, and other details which will identify the property in a footnote.

8. Report on line 29, amounts not included in the primary road accounts. The items reported should be briefly identified and explained under Notes and Remarks," below. Amounts should be reported on this line only under special circumstances, usually after permission is obtained from the Board for exceptions to prescribed accounting. Reference to such authority should be made when explaining the amounts reported. Respondents must not make arbitrary changes to the printed stub or column headings without specific authority from the Board.

9. If during the year a segment of transportation property was acquired, state in a footnote the name of the vendor, the mileage acquired, and the date of acquisition, giving location and cost of the property to the respondent. Also furnish a statement of the amount included in each primary account representing such property acquired, referring to the column or columns in which the entries appear.

10. If an amount of less than $5,000 is used as the minimum for additions and betterments to property investment accounts as provided for in Instruction 2-2 of the Uniform System of Accounts for Railroad Companies, state the amount used in a footnote.

NOTES AND REMARKS

Railroad Annual Report R-1 32 Road Initials: BNSF Year 2012 330. ROAD PROPERTY AND EQUIPMENT AND IMPROVEMENTS TO LEASED PROPERTY AND EQUIPMENT (Dollars in Thousands)

Expenditures during Expenditures during

Balance at the year for original the year for purchase

Line Cross Beginning road & equipment of existing lines, Line

No. No. Account of year & road extensions reorganizations, etc. No. (a) (b) (c) (d)

1 2 (2) Land for transportation purposes 1,897,823 1 2 3 (3) Grading 2,741,568 2 3 4 (4) Other right-of-way expenditures 42,748 3 4 5 (5) Tunnels and subways 109,365 4 5 6 (6) Bridges, trestles and culverts 2,625,905 5 6 7 (7) Elevated structures 6 7 8 (8) Ties 5,388,861 7 8 9 (9) Rail and other track material 12,077,692 8 9 11 (11) Ballast 4,447,367 9 10 13 (13) Fences, snowsheds and signs 84,682 10 11 16 (16) Station and office buildings 684,609 11 12 17 (17) Roadway buildings 50,953 12 13 18 (18) Water stations 14,607 13 14 19 (19) Fuel stations 407,316 14 15 20 (20) Shops and enginehouses 673,528 15 16 22 (22) Storage warehouses 16 17 23 (23) Wharves and docks 15,626 17 18 24 (24) Coal and ore wharves 12,252 18 19 25 (25) TOFC/COFC terminals 1,382,225 19 20 26 (26) Communications systems 982,567 20 21 27 (27) Signals and interlockers 3,016,344 21 22 29 (29) Power plants 3,113 22 23 31 (31) Power transmission systems 35,276 23 24 35 (35) Miscellaneous structures 34,805 24 25 37 (37) Roadway machines 614,719 25 26 39 (39) Public improvements - construction 571,649 26

27 44 (44) Shop machinery 246,724 27

28 45 (45) Power plant machinery 3,395 28 29 Other lease/rentals 29

30 TOTAL EXPENDITURES FOR ROAD 38,165,719 30

31 52 (52) Locomotives 6,345,418 31

32 53 (53) Freight train cars 1,872,135 32

33 54 (54) Passenger train cars 33

34 55 (55) Highway revenue equipment 15,154 34

35 56 (56) Floating equipment 35

36 57 (57) Work equipment 285,949 36

37 58 (58) Miscellaneous equipment 379,951 37

38 59 (59) Computer systems & word processing equipment 710,566 38

39 TOTAL EXPENDITURES FOR EQUIPMENT 9,609,173 39

40 76 (76) Interest during construction 40

41 80 (80) Other elements of investment 41

42 90 (90) Construction work in progress 898,766 42 43 GRAND TOTAL 48,673,658 43

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 33 330. ROAD PROPERTY AND EQUIPMENT AND IMPROVEMENTS TO LEASED PROPERTY AND EQUIPMENT - (Continued) (Dollars in Thousands)

Line Cross Expenditures for additions Credits for property retired Net changes Balance at Line

No. No. during the year during the year during the year close of year No. (e) (f) (g) (h)

1 2 35,784 1,989 33,795 1,931,618 1

2 3 80,333 6,997 73,336 2,814,904 2

3 4 1,072 1,668 (596) 42,152 3

4 5 544 263 281 109,646 4

5 6 147,437 7,531 139,906 2,765,811 5

6 7 6

7 8 432,001 206,097 225,904 5,614,765 7

8 9 762,456 305,436 457,020 12,534,712 8

9 11 361,484 188,867 172,617 4,619,984 9

10 13 1,901 32 1,869 86,551 10

11 16 16,833 450 16,383 700,992 11

12 17 7,381 60 7,321 58,274 12

13 18 1 1 14,608 13

14 19 33,414 1,856 31,558 438,874 14

15 20 19,804 19,804 693,332 15

16 22 16

17 23 15,626 17

18 24 8,548 8,548 20,800 18

19 25 (1,917) (1,917) 1,380,308 19

20 26 33,639 (88) 33,727 1,016,294 20

21 27 243,214 66,900 176,314 3,192,658 21

22 29 (391) (391) 2,722 22

23 31 12,606 615 11,991 47,267 23

24 35 578 4 574 35,379 24

25 37 96,310 11,198 85,112 699,831 25

26 39 31,559 10,808 20,751 592,400 26

27 44 11,213 1,183 10,030 256,754 27

28 45 3,395 28 29 29

30 2,335,804 811,866 1,523,938 39,689,657 30

31 52 878,780 147,001 731,779 7,077,197 31

32 53 225,568 35,966 189,602 2,061,737 32

33 54 33

34 55 15,154 34

35 56 35

36 57 45,408 1,071 44,337 330,286 36

37 58 59,765 58,022 1,743 381,694 37

38 59 78,294 53,194 25,100 735,666 38

39 1,287,815 295,254 992,561 10,601,734 39

40 76 40

41 80 41

42 90 77,856 77,856 976,622 42 43 3,701,475 1,107,120 2,594,355 51,268,013 43

Railroad Annual Report R-1 34 Road Initials: BNSF Year 2012 332. DEPRECIATION BASE AND RATES - ROAD AND EQUIPMENT OWNED AND LEASED FROM OTHERS (Dollars in Thousands)

1. Show in columns (b) and (e), for each primary account, the depreciation base used to compute depreciation charges for the month of January, and in columns (c) and (f), the depreciation charges for the month of December. In columns (d) and (g) show the composite rates used in computing depreciation charges for December, and on lines 30 and 39 of these columns show the composite percentage for all road and equipment accounts, respectively, ascertained by applying the primary account composite rates to the depreciation base used in computing the charges for December, and dividing that total by the total depreciation base for the same month. The depreciation base should not include cost of equipment used, but not owned, when the rents are included in rent for equipment and account nos. 31-22-00, 31-23-00, 31-25-00, 31-21-00, 35-21-00, 35-23-00, 35-22-00, and 35-25-00. It should include cost of equipment owned and leased to others when the rents therefrom are included in the rent for equipment, accounts nos. 32-21-00, 32-22-00, 32-23-00, 32-25-00, 36-21-00, 36-22-00, 36-23-00, and 36-25-00., inclusive. Composite rates used should be those prescribed or authorized by the Board, except that where the use of component rates has been authorized, the composite rates to be shown for the respective primary accounts should be recomputed from the December charges developed by the use of the authorized rates. If any changes in rates were effective during the year, give particulars in a footnote. 2. All leased property may be combined and one composite rate computed for each primary account, or a separate schedule may be included for each such property. 3. Show in columns (e), (f), and (g) data applicable to lessor property, when the rent therefore is included in accounts nos. 31-11-00, 31-12-00, 31-13-00, 31-21-00, 31-22-00, and 31-23-00, inclusive. 4. If depreciation accruals have been discontinued for any account, the depreciation base should be reported, nevertheless, in support of depreciation reserves. Authority for discontinuance of accruals should be shown in a footnote, indicating the effected account(s). 5. Disclosures in the respective sections of this schedule may be omitted if either total road leased from others or total equipment leased from others represents less than 5% of total road owned or total equipment owned, respectively.

OWNED AND USED LEASED FROM OTHERS Depreciation Base Annual Depreciation Base Annual composite composite Line Account At beginning At close rate At beginning At close rate Line No. of year of year % of year of year % No. (a) (b) (c) (d) (e) (f) (g) ROAD 1 (3) Grading 2,741,568 2,814,904 1.12% 1 2 (4) Other right-of-way expenditures 42,748 42,152 2.84% 2 3 (5) Tunnels and subways 109,365 109,646 1.06% 3 4 (6) Bridges, trestles and culverts 2,625,905 2,765,811 1.37% 4 5 (7) Elevated structures 5 6 (8) Ties 5,388,861 5,614,765 3.30% TOTAL ROAD AND 6 7 (9) Rail and other track material 12,077,692 12,534,712 3.28% 7 8 (11) Ballast 4,447,367 4,619,984 3.95% EQUIPMENT LEASED FROM 8 9 (13) Fences, snowsheds and signs 84,682 86,551 1.45% 9 10 (16) Station and office buildings 684,609 700,992 2.90% OTHERS IS LESS THAN 5% 10 11 (17) Roadway buildings 50,953 58,274 4.26% 11 12 (18) Water stations 14,607 14,608 2.09% OF TOTAL OWNED 12 13 (19) Fuel stations 407,316 438,874 3.40% 13 14 (20) Shops and enginehouses 673,528 693,332 2.15% 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 15,626 15,626 2.21% 16 17 (24) Coal and ore wharves 12,252 20,800 1.97% 17 18 (25) TOFC/COFC terminals 1,382,225 1,380,308 3.30% 18 19 (26) Communications systems 982,567 1,016,294 5.35% 19 20 (27) Signals and interlockers 3,016,344 3,192,658 3.50% 20 21 (29) Power plants 3,113 2,722 2.40% 21 22 (31) Power transmission systems 35,276 47,267 2.43% 22 23 (35) Miscellaneous structures 34,805 35,379 2.03% 23 24 (37) Roadway machines 614,719 699,831 5.50% 24 25 (39) Public improvements - construction 571,649 592,400 2.09% 25 26 (44) Shop machinery 246,724 256,754 3.55% 26 27 (45) Power plant machinery 3,395 3,395 3.29% 27 28 All other road accounts 28 29 Amortization (other than def. projects) 29 30 TOTAL ROAD 36,267,896 37,758,039 3.12% 30 EQUIPMENT 31 (52) Locomotives 6,345,418 7,077,197 6.28% 31 32 (53) Freight train cars 1,872,135 2,061,737 3.57% 32 33 (54) Passenger train cars 33 34 (55) Highway revenue equipment 15,154 15,154 -2.80% 34 35 (56) Floating equipment - 35 36 (57) Work equipment 285,949 330,286 2.63% 36 37 (58) Miscellaneous equipment 379,951 381,694 12.10% 37 38 (59) Computer systems & WP equipment 710,566 735,666 11.88% 38 39 TOTAL EQUIPMENT 9,609,173 10,601,734 6.22% 39 40 GRAND TOTAL 45,877,069 48,359,773 N/A NA 40

STB approved rate for locomotives were implemented in 2012 impacting the composite rate for ICC 52. Railroad Annual Report R-1 Road Initials: BNSF Year 2012 35 335. ACCUMULATED DEPRECIATION - ROAD AND EQUIPMENT OWNED AND USED (Dollars in Thousands)

1. Disclose the required information regarding credits and debits to Account No. 735, "Accumulated Depreciation: Road and Equipment Property." during the year relating to owned and used road and equipment. Include entries for depreciation of equipment owned but not used when the resulting rents are included in the "Lease Rentals - Credit - Equipment" accounts and "Other Rents - Credit - Equipment" accounts. Exclude any entries for depreciation of equipment that is used but not owned when the resulting rents are included in "Lease Rental - Debit - Equipment" accounts and "Other Rents - Debit - Equipment" accounts. (See Schedule 351 for accumulated depreciation to road and equipment owned and leased to others.) 2. If any data are included in columns (d) or (f), explain the entries in detail. 3. A debit balance in columns (b) or (g) for any primary account should be designated "Dr." 4. If there is any inconsistency between credits to reserves as shown in column (c) and charges to operating expenses, a full explanation should be given. 5. Enter amounts representing amortization under an authorized amortization program other than for defense projects on lines 29 and 39.

Notes and Remarks

CREDITS TO RESERVE DEBITS TO RESERVE Balance During the year During the year Balance Line Cross at Charges to at close Line No. Check Account beginning operating Other Retirements Other of No. of year expenses credits debits year (a) (b) (c) (d) (e) (f) (g) ROAD 1 (3) Grading 369,205 30,877 - 6,164 - 393,918 1 2 (4) Other right-of-way expenditures 12,289 1,199 - 1,813 - 11,675 2 3 (5) Tunnels and subways 32,013 1,154 - 263 - 32,904 3 4 (6) Bridges, trestles and culverts 371,557 37,073 - 7,431 - 401,199 4 5 (7) Elevated structures ------5 6 (8) Ties 1,762,019 212,856 2,109 238,024 - 1,738,960 6 7 (9) Rail and other track material 3,105,813 399,095 3,684 244,021 - 3,264,571 7 8 (11) Ballast 967,905 177,462 1,682 187,862 - 959,187 8 9 (13) Fences, snowsheds and signs 13,702 1,245 - 9 - 14,938 9 10 (16) Station and office buildings 280,596 15,610 4,707 215 - 300,698 10 11 (17) Roadway buildings 28,302 1,660 691 (50) - 30,703 11 12 (18) Water stations 4,522 476 - - - 4,998 12 13 (19) Fuel stations 125,902 14,557 - 1,910 - 138,549 13 14 (20) Shops and enginehouses 202,070 14,699 193 (57) - 217,019 14 15 (22) Storage warehouses ------15 16 (23) Wharves and docks 845 346 - - - 1,191 16 17 (24) Coal and ore wharves 6,033 371 - - - 6,404 17 18 (25) TOFC/COFC terminals 353,709 45,490 - 22 - 399,177 18 19 (26) Communications systems 404,665 41,938 11,919 (142) - 458,664 19 20 (27) Signals and interlockers 757,040 107,525 - 66,316 - 798,249 20 21 (29) Power plants 2,367 69 - 33 - 2,403 21 22 (31) Power transmission systems 13,178 1,028 - 643 - 13,563 22 23 (35) Miscellaneous structures 25,707 711 - 21 - 26,397 23 24 (37) Roadway machines 236,096 25,457 10,767 11,217 - 261,103 24 25 (39) Public improvements - const. 102,919 12,115 - 10,747 - 104,287 25 26 (44) Shop machinery 118,393 8,658 153 1,203 - 126,001 26 27 (45) Power plant machinery 484 112 - - - 596 27 28 All other road accounts ------28 29 Amortization (adjustments) ------29 30 TOTAL ROAD 9,297,331 1,151,783 35,905 777,665 - 9,707,354 30 EQUIPMENT 31 (52) Locomotives 2,456,618 426,197 3,124 142,941 - 2,742,998 31 32 (53) Freight train cars 461,256 72,008 - (2,441) - 535,705 32 33 (54) Passenger train cars ------33 34 (55) Highway revenue equipment 9,857 (425) - - - 9,432 34 35 (56) Floating equipment ------35 36 (57) Work equipment 87,976 7,182 1,512 1,071 - 95,599 36 37 (58) Miscellaneous equipment 187,551 45,101 4,933 50,171 - 187,414 37 38 (59) Computer systems & WP equip. 376,644 40,604 42,348 60,635 - 398,961 38 39 Amortization (adjustments) ------39 40 TOTAL EQUIPMENT 3,579,902 590,667 51,917 252,377 - 3,970,109 40 41 GRAND TOTAL 12,877,233 1,742,450 87,822 1,030,042 - 13,677,463 41

NOTE: Credits in Column (d) represent transfers from depreciation expense to inventory and capital accounts to recognize allocated overhead costs.

Railroad Annual Report R-1 36 Road Initials: BNSF Year 2012 339. ACCRUED LIABILITY - LEASED PROPERTY (Dollars in Thousands)

1. Disclose the required information relating to credits and debits of Account 772, "Accrued Liability Leased Property," during the year concerning road and equipment leased from others.

2. In column (c), enter amounts charged to operating expenses. In column (e), enter debits to accounts arising from retirements. In column (f), enter amounts paid to lessor.

3. Any inconsistencies between credits to account, charges to operating expenses, and payment to lessors should be fully explained.

4. Required disclosure may be omitted if leased road and equipment property represents 5% or less of total property owned and used.

5. If settlement for depreciation is made currently between lessee and lessor, and no debits or credits to Account No. 772 are made by the accounting company, show in column (c) the charges to operating expenses, and in column (f) show payments made to the lessor in settlement thereof. CREDITS TO ACCOUNTS DEBITS TO ACCOUNTS Balance During the year During the year Balance Line Cross at Charges to at close Line No. Check Account beginning operating Other Retirements Other of No. of year expenses credits debits year (a) (b) (c) (d) (e) (f) (g) ROAD 1 (3) Grading 1 2 (4) Other right-of-way expenditures 2 3 (5) Tunnels and subways 3 4 (6) Bridges, trestles and culverts 4 5 (7) Elevated structures 5 6 (8) Ties 6 7 (9) Rail and other track material 7 8 (11) Ballast 8 9 (13) Fences, snowsheds and signs 9 10 (16) Station and office buildings 10 11 (17) Roadway buildings 11 12 (18) Water stations 12 13 (19) Fuel stations N/A BASED ON 5% RULE 13 14 (20) Shops and enginehouses 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 16 17 (24) Coal and ore wharves 17 18 (25) TOFC/COFC terminals 18 19 (26) Communications systems 19 20 (27) Signals and interlockers 20 21 (29) Power plants 21 22 (31) Power transmission systems 22 23 (35) Miscellaneous structures 23 24 (37) Roadway machines 24 25 (39) Public improvements - const. 25 26 (44) Shop machinery * 26 27 (45) Power plant machinery 27 28 All other road accounts 28 29 Amortization (adjustments) 29 30 TOTAL ROAD 30 EQUIPMENT 31 (52) Locomotives 31 32 (53) Freight train cars 32 33 (54) Passenger train cars 33 34 (55) Highway revenue equipment 34 35 (56) Floating equipment 35 36 (57) Work equipment 36 37 (58) Miscellaneous equipment 37 38 (59) Computer systems & WP equip. 38 39 Amortization (adjustments) 39 40 TOTAL EQUIPMENT 40 41 None None 41 * To be reported with equipment expenses rather than W&S expenses.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 37

340. DEPRECIATION BASE AND RATES-IMPROVEMENTS TO ROAD AND EQUIPMENT LEASED FROM OTHERS (Dollars in Thousands)

1. Show in column (b) for each primary account the depreciation base used in computing the depreciation charges for the month of January, and in column (c) show the depreciation base used in computing the depreciation charges for the month of December, in column (d) show the composite rates used in computing the depreciation charges for the month of December, and on lines 30 and 40 of these columns show the composite percentage of all road and equipment accounts, respectively, ascertained by applying the primary account composite rates to the depreciation base used in computing the charges for December and dividing the total so computed by the total depreciation base for the same month. This schedule should include only improvements to leased property charged to Account 732, "Improvements on Leased Property." The composite rates used should be those prescribed or otherwise authorized by the Commission, except that where the use of component rates has been authorized, the composite rates to be shown for the respective primary accounts should be recomputed from the December charges developed by the use of authorized rates. If any charges in rates were effective during the year, give full particulars in a footnote.

2. All improvements to leased properties may be combined and one composite rate computed for each primary account, or a separate schedule may be included for each such property.

3. If depreciation accruals have been discontinued for any account, the depreciation base should be reported, nevertheless, in support of depreciation reserves. Authority for the discontinuance of accruals should be shown in a footnote indicating the account(s) affected.

4. Disclosures in the respective sections of this schedule may be omitted if either total road leased from others or total equipment leased from others represents less than 5% of total road owned or total equipment owned, respectively. However, line 41, Grand Total, should be completed.

Depreciation base Annual composite Line rate Line No. Account At beginning of year At close of year (percent) No. (a) (b) (c) (d)

ROAD 1 (3) Grading 1 2 (4) Other right-of-way expenditures 2 3 (5) Tunnels and subways 3 4 (6) Bridges, trestles, and culverts 4 5 (7) Elevated structures 5 6 (8) Ties 6 7 (9) Rail and other track material 7 8 (11) Ballast 8 9 (13) Fences, snow sheds, and signs 9 10 (16) Station and office buildings 10 11 (17) Roadway buildings 11 12 (18) Water stations N/A BASED ON 5% RULE 12 13 (19) Fuel stations 13 14 (20) Shops and enginehouses 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 16 17 (24) Coal and ore wharves 17 18 (25) TOFC/COFC terminals 18 19 (26) Communication systems 19 20 (27) Signals and interlockers 20 21 (29) Power plants 21 22 (31) Power-transmission systems 22 23 (35) Miscellaneous structures 23 24 (37) Roadway machines 24 25 (39) Public improvements - Construction 25 26 (44) Shop machinery * 26 27 (45) Power-plant machinery 27 28 All other road accounts 28 29 Amortization (Adjustments) 29 30 TOTAL ROAD 30 EQUIPMENT 31 (52) Locomotives 31 32 (53) Freight-train cars 32 33 (54) Passenger-train cars 33 34 (55) Highway revenue equipment 34 35 (56) Floating equipment 35 36 (57) Work equipment 36 37 (58) Miscellaneous equipment 37 38 (59) Computer systems and word processing equip. 38 39 Amortization Adjustments 39 40 TOTAL EQUIPMENT 40 41 GRAND TOTAL 130,429 137,535 41

*To be reported with equipment expenses rather than W&S expenses.

Railroad Annual Report R-1 38 Road Initials: BNSF Year 2012 342. ACCUMULATED DEPRECIATION - IMPROVEMENTS TO ROAD AND EQUIPMENT LEASED FROM OTHERS (Dollars in Thousands)

1. Enter the required information concerning debits and credits to Account 733, "Accumulated Depreciation - Improvements on Leased Property," during the year relating to improvements made to road and equipment property leased from others, the depreciation charges for which are included in operating expenses of the respondent.

2. If any entries are made for column (d) "Other credits" or column (f) "Other debits," state the facts occasioning such entries on page 39. A debit balance in columns (b) or (g) for any primary account should be shown in parenthesis or designated "Dr."

3. Any inconsistency between credits to the reserve as shown in column (c) and charges to operating expenses should be fully explained on page 39.

4. Show in column (e) the debits to the reserve arising from retirements. These debits should not exceed investment, etc.

5. Disclosures in the respective sections of this schedule may be omitted if either total road leased from others or total equipment leased from others represents less than 5% of total road owned or total equipment owned, respectively. However, line 39, Grand Total, should be completed.

CREDITS TO RESERVE DEBITS TO RESERVE Balance During the year During the year Balance Line Cross at Charges to at close Line No. Check Account beginning operating Other Retirements Other of No. of year expenses credits debits year (a) (b) (c) (d) (e) (f) (g) ROAD 1 (3) Grading 1 2 (4) Other right-of-way expenditures 2 3 (5) Tunnels and subways TOTAL IMPROVEMENTS TO ROAD LEASED FROM OTHERS IS LESS THAN 5% 3 4 (6) Bridges, trestles and culverts OF TOTAL ROAD OWNED 4 5 (7) Elevated structures 5 6 (8) Ties 6 7 (9) Rail and other track material 7 8 (11) Ballast 8 9 (13) Fences, snowsheds and signs 9 10 (16) Station and office buildings 10 11 (17) Roadway buildings 11 12 (18) Water stations 12 13 (19) Fuel stations 13 14 (20) Shops and enginehouses 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 16 17 (24) Coal and ore wharves 17 18 (25) TOFC/COFC terminals 18 19 (26) Communications systems 19 20 (27) Signals and interlockers 20 21 (29) Power plants 21 22 (31) Power transmission systems 22 23 (35) Miscellaneous structures 23 24 (37) Roadway machines 24 25 (39) Public improvements - const. 25 26 (44) Shop machinery * 26 27 (45) Power plant machinery 27 28 All other road accounts 28 29 TOTAL ROAD 29 EQUIPMENT 30 (52) Locomotives 30 31 (53) Freight train cars TOTAL IMPROVEMENTS TO EQUIPMENT LEASED FROM OTHERS IS LESS THAN 31 32 (54) Passenger train cars 5% OF TOTAL EQUIPMENT OWNED 32 33 (55) Highway revenue equipment 33 34 (56) Floating equipment 34 35 (57) Work equipment 35 36 (58) Miscellaneous equipment 36 37 (59) Computer systems & WP equip. 37 38 TOTAL EQUIPMENT 38 39 GRAND TOTAL 53,568 8,296 4,886 56,978 39

* To be reported with equipment expenses rather than W&S expenses.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 39 NOTES AND REMARKS FOR SCHEDULE 342

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Railroad Annual Report R-1 40 Road Initials: BNSF Year 2012 350. DEPRECIATION BASE AND RATES - ROAD AND EQUIPMENT LEASED TO OTHERS (Dollars in Thousands) 1. This schedule is to be used in cases where the related depreciation reserve is carried in the accounts of the respondent and the rent therefrom is included in Accounts 32-11-00, 32-12-00, 32-13-00, 32-21-00, 32-22-00, and 32-23-00. 2. Show in columns (b) and (c), for each primary account, the depreciation base used in computing the depreciation for the months of January and December, respectively, with respect to road and equipment owned by the respondent but leased to others, the depreciation charges for which are not included in operating expenses of the respondent, but for which the depreciation reserve is recorded in the accounts of the respondent. If the base for road is other than the original cost or estimated original cost as found by the Board's Office of Economic and Environmental Analysis, brought to a current date by the respondent from its Order No. 3 records and accounts, or is other than ledger value for equipment, a full explanation should be given. 3. In column (d) show the composite rates used to compute depreciation for December, and on lines 29 and 38 of this column show the composite percentage of all road and equipment accounts, respectively, ascertained by applying the primary account composite rates to the depreciation base used to compute depreciation for December and dividing the total also computed by the depreciation base. 4. If depreciation accruals have been discontinued for any account, the depreciation base should be reported, nevertheless, in support of depreciation reserves. Authority for discontinuance of accruals should be shown in a footnote, indicating the effected account(s). 5. Disclosures in the respective sections of this schedule may be omitted if either total road leased to others or total equipment leased to others represents less than 5% of total road owned or total equipment owned, respectively. However, line 39, Grand Total, should be completed.

Depreciation Base Annual Line Beginning Close composite rate Line No. Account of year of year (percent) No. (a) (b) (c) (d) ROAD 1 (3) Grading ALL DEPRECIATION EXPENSE FOR OWNED ROAD AND 1 2 (4) Other right-of-way expenditures EQUIPMENT LEASED TO OTHERS IS RECORDED IN BNSF'S 2 3 (5) Tunnels and subways OPERATING EXPENSE AND TOTAL ROAD AND EQUIPMENT 3 4 (6) Bridges, trestles and culverts LEASED TO OTHERS IS LESS THAN 5% OF TOTAL OWNED 4 5 (7) Elevated structures ROAD AND EQUIPMENT. 5 6 (8) Ties 6 7 (9) Rail and other track material 7 8 (11) Ballast 8 9 (13) Fences, snowsheds and signs 9 10 (16) Station and office buildings 10 11 (17) Roadway buildings 11 12 (18) Water stations 12 13 (19) Fuel stations 13 14 (20) Shops and enginehouses 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 16 17 (24) Coal and ore wharves 17 18 (25) TOFC/COFC terminals 18 19 (26) Communications systems 19 20 (27) Signals and interlockers 20 21 (29) Power plants 21 22 (31) Power transmission systems 22 23 (35) Miscellaneous structures 23 24 (37) Roadway machines 24 25 (39) Public improvements - const. 25 26 (44) Shop machinery * 26 27 (45) Power plant machinery 27 28 All other road accounts 28 29 TOTAL ROAD 29 EQUIPMENT 30 (52) Locomotives 30 31 (53) Freight train cars 31 32 (54) Passenger train cars 32 33 (55) Highway revenue equipment 33 34 (56) Floating equipment 34 35 (57) Work equipment 35 36 (58) Miscellaneous equipment 36 37 (59) Computer systems & WP equip. 37 38 TOTAL EQUIPMENT 38 39 GRAND TOTAL 441,209 380,563 39 * To be reported with equipment expenses rather than W&S expenses.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 41 351. ACCUMULATED DEPRECIATION - ROAD AND EQUIPMENT LEASED TO OTHERS (Dollars in Thousands)

1. This schedule is to be used in cases where the related depreciation reserve is carried in the accounts of the respondent and the rent therefrom is included in Accounts 32-11-00, 32-12-00, 32-13-00, 32-21-00, 32-22-00, and 32-23-00.

2. Disclose credits and debits to Account 735, "Accumulated Depreciation - Road and Equipment Property," during the year relating to road and equipment leased to others, the depreciation charges for which are not included in operating expenses of the respondent. (See Schedule 330 for the reserve relating to road and equipment owned and used by the respondent.

3. If any entries are made for column (d) "Other credits" or column (f) "Other debits," state the facts occasioning such entries on page 39. A debit balance in columns (b) or (g) for any primary account should be shown in parenthesis or designated "Dr."

4. Disclosures in the respective sections of this schedule may be omitted if either total road leased to others or total equipment leased to others represents less than 5% of total road owned or total equipment owned, respectively. However, line 39, Grand Total, should be completed.

CREDITS TO RESERVE DEBITS TO RESERVE Balance During the year During the year Balance Line Cross at Charges to at close Line No. Check Account beginning operating Other Retirements Other of No. of year expenses credits debits year (a) (b) (c) (d) (e) (f) (g) ROAD 1 (3) Grading 1 2 (4) Other right-of-way expenditures TOTAL ROAD LEASED TO OTHERS IS LESS THAN 5% 2 3 (5) Tunnels and subways OF TOTAL ROAD OWNED. 3 4 (6) Bridges, trestles and culverts 4 5 (7) Elevated structures 5 6 (8) Ties 6 7 (9) Rail and other track material 7 8 (11) Ballast 8 9 (13) Fences, snowsheds and signs 9 10 (16) Station and office buildings 10 11 (17) Roadway buildings 11 12 (18) Water stations 12 13 (19) Fuel stations 13 14 (20) Shops and enginehouses 14 15 (22) Storage warehouses 15 16 (23) Wharves and docks 16 17 (24) Coal and ore wharves 17 18 (25) TOFC/COFC terminals 18 19 (26) Communications systems 19 20 (27) Signals and interlockers 20 21 (29) Power plants 21 22 (31) Power transmission systems 22 23 (35) Miscellaneous structures 23 24 (37) Roadway machines 24 25 (39) Public improvements - const. 25 26 (44) Shop machinery * 26 27 (45) Power plant machinery 27 28 All other road accounts 28 29 TOTAL ROAD 29 EQUIPMENT 30 (52) Locomotives 30 31 (53) Freight train cars TOTAL EQUIPMENT LEASED TO OTHERS IS LESS THAN 5% 31 32 (54) Passenger train cars OF TOTAL EQUIPMENT OWNED. 32 33 (55) Highway revenue equipment 33 34 (56) Floating equipment 34 35 (57) Work equipment 35 36 (58) Miscellaneous equipment 36 37 (59) Computer systems & WP equip. 37 38 TOTAL EQUIPMENT 38 39 GRAND TOTAL 199,556 179,148 39

* To be reported with equipment expenses rather than W&S expenses.

Railroad Annual Report R-1 42 Road Initials: BNSF Year 2012 352A. INVESTMENT IN RAILROAD PROPERTY USED IN TRANSPORTATION SERVICE (By Company) (Dollars in Thousands)

1. Disclose the investment in railway property used in transportation service at the close of the year. This investment represents the aggregate of property owned or leased by respondent and used in respondent's transportation service. Such property includes (a) investment reported in Accounts 731, "Road and Equipment Property" and 732, "improvements on Leased Property" of respondent, less any 731 or 732 property leased to others for their exclusive use of road, track, or bridges (including equipment or other railway property covered by the contract). Equipment leased to others under separate distinct contracts shall not be deducted from respondent's 731 or 732 property, and (b) the investment of other companies' 731 or 732 property (including operating and lessor railroads) used by respondent when the lease is for exclusive use or control of roads, tracks, or bridges (including equipment or other railway property covered by the contract). This excludes lease equipment from operating railroads under separate distinct contracts and the investment of other carriers in property jointly used by respondent.

2. In column (a), classify each company in this schedule as: "R" for respondent, "L" for lessor railroad, "P" for inactive or proprietary company or "O" for other leased properties.

3. In columns (a) to (e), inclusive, first show the data requested for respondent (R); next show data for companies whose entire properties are used in transportation service of the respondent, divided between lessor (L) and proprietary (P) companies; followed by data for carriers and others (O), portions of whose property are used in transportation service of respondent. Show a total for each class of company in columns (d) and (e). Then show, as deductions. data for transportation property leased to carriers and others.

4. In column (c), line-haul carriers report the miles of road used in line-haul service. Report miles in whole numbers.

5. In column (d), show the amount applicable to Accounts 731 and 732 on the books of companies whose names appear in column (b). Values of property of other carriers segregated by estimate or otherwise should correspond in amount to deductions made by the owners in their reports. If separate value is not available, an explanation should be provided. Differences between amounts shown in column (d) of this schedule and column (c), line 24, on the asset side of the general balance sheet of each individual railway should be explained in a footnote. Book values included in Accounts 731 and 732 of the owner should be reported in column (d) in reference to the investment of respondent in securities of the owner unless a good reason can be given for the contrary. Methods of estimating (by capitalizing rentals at 6% or otherwise) value of property of private owners, or portions of property of other carriers, should be explained.

6. In column (e), show the amount of depreciation and amortization accrued as of the close of the year in Accounts 733, 734, 735, 736, and 772, that is applicable to the property of the carriers whose names are listed in column (b), regardless of where reserves therefor are recorded.

Depreciation Class Miles of road Investments & amortization of Line (See Name of company used (See Ins. 4) in property defense projects Line No. (Ins. 2) (whole number) (See Ins. 5) (See Ins. 6) No. (a) (b) (c) (d) (e) 1 R The Burlington Northern and Santa Fe Railway Company 23,191 51,268,013 13,677,463 1 2 2 3 Add Leased from Others: 3 4 L Dayton, TX - Yard *** ** * 4 5 L Copper City, MT 51 ** * 5 6 Total Leased from Others 51 6 7 7 8 Deduct Leased to Others: 8 9 O Timber Rock Railroad (TIBR) - Silsbee, TX Yard *** 11,120 4,815 9 10 O Portland & Western Railroad (PNWR) - Salem Yard, Albany Yard, Eugene Yard *** 3,110 2,323 10 11 O Alabama & Gulf Coast Railway (AGR) - Mobile Yard, AL *** 1,038 571 11 12 O METRA - Aurora, IL Yard *** 465 141 12 13 O Timber Rock Railroad (TIBR) - Silsbee, TX to Tenaha, TX 129 55,816 19,556 13 14 O South Kansas and Oklahoma Railroad (SKOL) - Pittsburg to Cherokee, KS 6 175 59 14 15 O Portland & Western Railroad (PNWR) - Quinaby to Eugene, OR 77 15,792 8,682 15 16 O Burlington Junction (BJRY) - Quincy, IL to Marblehead, IL 6 6,917 5,014 16 17 O Alabama & Gulf Coast Railway (AGR) - Bucks, AL to Mobile, AL 22 561 352 17 18 O Southwestern Railroad (SW) - Clovis, NM to Loving, NM 196 37,271 23,913 18 19 O Southwestern Railroad (SW) - Rincon, NM to Deming, NM 53 7,268 4,941 19 20 O Southwestern Railroad (SW) - MCC Jct - NMPI 5 3,085 1,729 20 O Kettle Falls International Railway (KFR) - Chewallah, WA to Columbia Gardens, BC & Kettle 21 Falls, WA 83 22,476 8,801 21 22 O Southwestern Railroad (SW) - Carlsbad, NM to Eddy Potash 20 88 59 22 23 O KAW River Railroad (KAW) - Birmingham to Kearney, MO 16 7,942 4,290 23 24 O Mission Mountain Railroad (MMT) - Columbia Falls to Kalispell, MT 16 2,128 1,936 24 25 O Northern Lines (NLR)- St. Cloud to East St. Cloud & St. Cloud to Cold Springs, MN 6 62 20 25 26 O Yellowstone Valley RR (YSVR)- Bainville to Scobey, MT & Glendive to Snowden, MT 136 21,353 9,273 26 27 O R.J. Corman - Tennessee Yard (Memphis Terminal) and Airport Park *** 48,115 10,946 27 28 O Dakota Northern Railroad (DNR) - Grafton to Walhalla & Grafton to Glasston, ND 70 7,776 6,387 28 29 O Central Washington Railroad - Gibbon, WA to Granger, WA 29 12,855 1,042 29 30 O Industry (INDY) - Reno Jct., WY to Jacobs Jct., WY 5 4,120 2,255 30 31 O Tacoma Rail (TRMW) - Lakeview, WA to Nisqually, WA 11 297 334 31 32 O Minnesota National Guard (MNG) - Little Falls, MN to Camp Riley, MN 8 591 562 32 33 O Minnesota Commercial Railway Company (MNNR)- E MPLS M&D Jct 10 1,199 1,735 33 34 O Industry (INDY) - Red Oak, IA 2 118 30 34 35 O Industry (INDY) - Red Cloud, NE 3 115 33 35 36 O Alabama & Gulf Coast Railway (AGR) - Columbus to Whitbury, MS 5 946 282 36 37 O Nebraska, Kansas & Colorado Railway (NKCR) - Imperial Sub 48 4,563 5,402 37 38 O Stillwater Central Railroad (SLWC) - Greig, OK to Wheatland, OK 10 1,568 (97) 38 39 O Union Pacific Railroad (UP) - Marion to Hulbert, AR 5 567 420 39 40 O Canadian National (CN) - Fraser River Jct, BC to Vancouver, BC 15 24,136 4,241 40 41 O Central Washington Railroad (CWA) - Yakima to Moxee City, WA 11 7,040 2,190 41 42 O Chicago Lumber District (CIRY) - Chicago, IL Lumber District Yard *** 3,309 2,068 42 43 O Blue Mountain Railroad (BLMR) - Wallula Jct, WA to Zanger, WA 4 110 44 43 44 O Missouri & Valley Park Railroad (M&VP) - Yard *** 4,099 1,837 44 45 O Richmond Pacific Railroad Corporation (RPRC) - Yard *** 33,496 10,049 45 46 O Tacoma Rail (TRMW) - Tacoma, WA to Lakeview, WA 7 81 32 46 47 O Tacoma Rail (TRMW) - OlympiaWA to Belmore, WA, and St. Clair, WA to Quadlok, WA 10 795 352 47 48 O York Canyon, CO 12 563 23 48 49 O San Joaquin Valley Railway-SJVR 2 33 - 49 50 Total Leased to Others 1,038 353,159 146,642 50 51 51 52 Deduct Operated by Others: 52 53 O Grainbelt Corporation (GNBC) 186 10,997 11,182 53 54 O Red River Valley & Western Railway (RRVW) 434 16,407 21,324 54 55 Total Operated by Others 620 27,404 32,506 55 56 Net Deductions (1,607) (380,563) (179,148) 56 57 TOTAL 21,584 50,887,450 13,498,315 57

* Depreciation not available to respondent. ** Investment not available to respondent. *** Miles of road used not available to respondent.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 43 352B. INVESTMENT IN RAILROAD PROPERTY USED IN TRANSPORTATION SERVICE (By Property Account) (Dollars in Thousands)

1. In columns (b) through (e) give, by primary accounts, the amount of investment at the close of the year in property of respondent and each group or class of companies and properties.

2. The amounts for respondent and for each group or class of companies and properties on line 44 should correspond with the amounts for each class of company and property shown in Schedule 352A. Continuing records shall be maintained by respondent of the primary property accounts separately for each company or property included in this schedule.

3. Report on line 29 amounts representing capitalization of rentals for leased property based on 6% per year where property is not classified by accounts by noncarrier owners, or where the cost of property leased from other carriers is not ascertainable. Identify noncarrier owners, and briefly explain on page 39 the methods of estimating value of property on noncarriers or property of other carriers.

4. Report on line 30 amounts not included in the accounts shown, or on line 29. The items reported should be briefly identified and explained. Also include here those items after permission is obtained from the Board for exceptions to prescribed accounting. Reference to such authority should be made when explaining amounts reported. Respondents must not make arbitrary changes to the printed stub or column headings without specific authority from the Board.

Line Cross Account Respondent Lessor Inactive (proprie- Other leased Line No. Check Railroads tary companies) properties No. (a) (b) (c) (d) (e)* 1 (2) Land for transportation purposes 1,931,618 (19,597) 1 2 (3) Grading 2,814,904 (17,835) 2 3 (4) Other right-of-way expenditures 42,152 (756) 3 4 (5) Tunnels and subways 109,646 (549) 4 5 (6) Bridges, trestles and culverts 2,765,811 (23,999) 5 6 (7) Elevated structures - - 6 7 (8) Ties 5,614,765 (86,457) 7 8 (9) Rail and other track material 12,534,712 (123,111) 8 9 (11) Ballast 4,619,984 (60,392) 9 10 (13) Fences, snowsheds and signs 86,551 (1,054) 10 11 (16) Station and office buildings 700,992 (6,494) 11 12 (17) Roadway buildings 58,274 (249) 12 13 (18) Water stations 14,608 (14) 13 14 (19) Fuel stations 438,874 (1,761) 14 15 (20) Shops and enginehouses 693,332 (10,500) 15 16 (22) Storage warehouses - - 16 17 (23) Wharves and docks 15,626 - 17 18 (24) Coal and ore wharves 20,800 - 18 19 (25) TOFC/COFC terminals 1,380,308 - 19 20 (26) Communications systems 1,016,294 (5,565) 20 21 (27) Signals and interlockers 3,192,658 (14,353) 21 22 (29) Power plants 2,722 - 22 23 (31) Power transmission systems 47,267 (719) 23 24 (35) Miscellaneous structures 35,379 (124) 24 25 (37) Roadway machines 699,831 - 25 26 (39) Public improvements - construction 592,400 (4,957) 26 27 (44) Shop machinery 256,754 (1,881) 27 28 (45) Power plant machinery 3,395 - 28 29 Leased property (capitalized rentals) - - 29 30 Other (specify and explain) - - 30 31 TOTAL ROAD 39,689,657 (380,367) 31 32 (52) Locomotives 7,077,197 - 32 33 (53) Freight train cars 2,061,737 - 33 34 (54) Passenger train cars - - 34 35 (55) Highway revenue equipment 15,154 - 35 36 (56) Floating equipment - - 36 37 (57) Work equipment 330,286 - 37 38 (58) Miscellaneous equipment 381,694 - 38 39 (59) Computer systems & WP equipment 735,666 (196) 39 40 TOTAL EQUIPMENT 10,601,734 (196) 40 41 (76) Interest during construction - - 41 42 (80) Other elements of investment - - 42 43 (90) Construction work in progress 976,622 - 43 44 GRAND TOTAL 51,268,013 (380,563) 44

* Includes property leased to and operated by others.

Railroad Annual Report R-1 44 INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 410

Cross Checks

Schedule 410 Schedule 210 Schedule 410 Schedule 412

Line 620, column (h) = Line 14, column (b) Lines 136 through 138, column (f) = Line 29. column (b) Line 620, column (f) = Line 14, column (d) Lines 118 through 123, and 130 Line 620, column (g) = Line 14, column (e) through 135, column (f) = Line 29. column (c)

Schedule 414 Schedule 415

Line 231, column (f) = Line 19, columns (b) through (d) Lines 207, 208, 211, 212, column (f) = Lines 5, 38, column (f) Line 230, column (f) = Line 19, columns (e) through (g) Lines 226, 227, column (f) = Lines 24, 39, column (f) Lines 311, 312, 315, 316, column (f) = Lines 32, 35, 36, 37, 40, 41, column (f) Schedule 417 And Schedule 414 Line 507, column (f) = Line 1, column (j) Line 508, column (f) = Line 2, column (j) Minus line 24, columns (b) through (d) Line 509, column (f) = Line 3, column (j) plus line 24, columns (e) through (g) Line 510, column (f) = Line 4, column (j) Line 511, column (f) = Line 5, column (j) Schedule 415 Line 512, column (f) = Line 6, column (j) Line 513, column (f) = Line 7, column (j) Line 213, column (f) = Lines 5, 38, columns (c) and (d) Line 514, column (f) = Line 8, column (j) Line 232, column (f) = Lines 24, 39, columns (c) and (d) Line 515, column (f) = Line 9, column (j) Line 317, column (f) = Lines 32, 35, 36, 37, 40, 41, Line 516, column (f) = Line 10, column (j) columns (c) and (d) Line 517, column (f) = Line 11, column (j) Line 202, 203, 216, column (f) , equal Lines 5, 38, column (b) to or greater than, but variance cannot

exceed line 216, column (f) 2012 Year BNSF Road Initials:

Lines 221, 222, 235, column (f), equal Lines 24, 39, column (b) to or greater than, but variance cannot exceed line 235, column (f) Railroad Annual Report R-1 Report Annual Railroad

Lines 302 through 307 and 320, column (f) Lines 32, 35, 36, 37, 40, 41, column (b) equal to or greater than, but variance cannot exceed line 320, column (f) Railroad Annual Report R-1 Road Initials: BNSF Year 2012 410. RAILWAY OPERATING EXPENSES (Dollars in Thousands)

State the railway operating expenses on respondent's road for the year, classifying them in accordance with the Uniform System of Accounts for Railroad Companies, and allocate the common operating expenses in accordance with the Board's rules governing the separation of such expenses between freight and passenger services.

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) WAYS & STRUCTURES ADMINISTRATION 1 Track 79,907 26,366 13,323 24,566 144,162 144,162 1 2 Bridge & building 20,315 6,705 3,387 6,250 36,657 36,657 2 3 Signal 18,960 6,258 3,162 5,833 34,213 34,213 3 4 Communication 6,770 2,234 1,133 2,083 12,220 12,220 4 5 Other 9,481 3,127 1,580 2,915 17,103 17,103 5 REPAIRS AND MAINTENANCE 6 Roadway - running 38,569 547 25,828 1,320 66,264 66,264 6 7 Roadway - switching 10,245 145 6,866 351 17,607 17,607 7 8 Tunnels & subways - running 33 33 33 8 9 9 9 9 9 10 Bridges & culverts - running 15,253 264 16,147 2,494 34,158 34,158 10 11 Bridges & culverts - switching 4,047 70 4,292 662 9,071 9,071 11 12 Ties - running 15,033 2,325 8,615 2,694 28,667 28,667 12 13 Ties - switching 3,993 600 2,201 693 7,487 7,487 13 14 Rail & other track material - running 83,003 21,720 62,658 6,435 173,816 173,816 14 15 Rail & other track material - switching 22,063 5,790 16,745 1,733 46,331 46,331 15 16 Ballast - running 3,448 648 2,827 571 7,494 7,494 16 17 Ballast - switching 923 172 751 152 1,998 1,998 17 18 Road property damaged - running 18 19 Road property damaged - switching 19 20 Road property damaged - other 20 21 Signals & interlockers - running 49,583 10,971 15,013 841 76,408 76,408 21 22 Signals & interlockers - switching 13,179 2,966 3,997 223 20,365 20,365 22 23 Communications systems 25,069 7,906 (3,615) 3 29,363 29,363 23 24 Power systems 42 704 742 1,488 1,488 24 25 Highway grade crossings - running 1,317 100 154 1,571 1,571 25 26 Highway grade crossings - switching 351 26 41 418 418 26 27 Station & office buildings 660 909 27,813 4 29,386 29,386 27 28 Shop buildings - locomotives 2,153 1,909 9,547 13,609 13,609 28

29 Shop buildings - freight cars 465 412 2,059 2,936 N/A 2,936 29 45 30 Shop buildings - other equipment 1,606 1,421 7,113 10,140 10,140 30 46

410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) REPAIRS AND MAINTENANCE - (Continued) 101 Locomotive servicing facilities 1,001 229 5,977 7,207 7,207 101 102 Miscellaneous buildings & structures 7,477 839 2,449 55 10,820 10,820 102 103 Coal terminals N/A 103 104 Ore terminals 419 16 1,404 1,839 N/A 1,839 104 105 Other marine terminals 4,113 782 4,895 N/A 4,895 105 106 TOFC/COFC terminals 48 829 877 N/A 877 106 107 Motor vehicle loading & distribution facilities N/A 107 108 Facilities for other specialized service operations N/A 108 109 Roadway machines 4,025 28,656 2,808 4 35,493 35,493 109 110 Small tools & supplies 35,922 3,344 4,914 44,180 44,180 110 111 Snow removal 3,813 480 77 1,142 5,512 5,512 111 112 Fringe benefits - running N/A N/A N/A 132,763 132,763 132,763 112 113 Fringe benefits - switching N/A N/A N/A 35,034 35,034 35,034 113 114 Fringe benefits - other N/A N/A N/A 16,596 16,596 16,596 114 115 Casualties & insurance - running N/A N/A N/A 8,218 8,218 8,218 115 116 Casualties & insurance - switching N/A N/A N/A 2,183 2,183 2,183 116 117 Casualties & insurance - other N/A N/A N/A 2,440 2,440 2,440 117 118 * Lease rentals - debit -running N/A N/A 218 N/A 218 218 118 119 * Lease rentals - debit -switching N/A N/A 58 N/A 58 58 119

120 * Lease rentals - debit -other N/A N/A N/A 120 Road Initials: BNSF Year 2012 121 * Lease rentals - (credit) - running N/A N/A N/A 121 122 * Lease rentals - (credit) - switching N/A N/A N/A 122 123 * Lease rentals - (credit) - other N/A N/A N/A 123

Railroad Annual Report R-1 124 Joint facility rent - debit - running N/A N/A 8,192 N/A 8,192 8,192 124 125 Joint facility rent - debit - switching N/A N/A 2,137 N/A 2,137 2,137 125 126 Joint facility rent - debit - other N/A N/A 1,543 N/A 1,543 1,543 126 127 Joint facility rent - (credit) - running N/A N/A (10,389) N/A (10,389) (10,389) 127 128 Joint facility rent - (credit) - switching N/A N/A (2,710) N/A (2,710) (2,710) 128 129 Joint facility rent - (credit) - other N/A N/A (1,957) N/A (1,957) (1,957) 129 130 * Other rents - debit - running N/A N/A N/A 130 131 * Other rents - debit - switching N/A N/A N/A 131 132 * Other rents - debit - other N/A N/A N/A 132 133 * Other rents - (credit) - running N/A N/A N/A 133 Railroad Annual Report R-1 Road Initials: BNSF Year 2012 410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) REPAIRS AND MAINTENANCE - (Continued) 134 * Other rents - (credit) - switching N/A N/A N/A 134 135 * Other rents - (credit) - other N/A N/A N/A 135 136 * Depreciation - running N/A N/A 617,880 617,880 617,880 136 137 * Depreciation - switching N/A N/A 164,245 164,245 164,245 137 138 * Depreciation - other N/A N/A 344,502 344,502 344,502 138 139 Joint facility - debit - running N/A N/A 131,285 N/A 131,285 131,285 139 140 Joint facility - debit - switching N/A N/A 52,092 N/A 52,092 52,092 140 141 Joint facility - debit - other N/A N/A N/A 141 142 Joint facility - (credit) - running N/A N/A (70,017) N/A (70,017) (70,017) 142 143 Joint facility - (credit) - switching N/A N/A (26,606) N/A (26,606) (26,606) 143 144 Joint facility - (credit) - other N/A N/A N/A 144 145 Dismantling retired road property - running 3 3 3 145 146 Dismantling retired road property - switching 146 147 Dismantling retired road property - other 147 148 Other - running 63 251 2,053 829 3,196 3,196 148 149 Other - switching 22 66 542 218 848 848 149 150 Other - other 6 171 309 125 611 611 150 151 TOTAL WAY AND STRUCTURES 447,374 171,755 336,062 1,390,971 2,346,162 2,346,162 151 EQUIPMENT LOCOMOTIVES 201 Administration 11,900 10,189 19,378 7,105 48,572 48,572 201 202 * Repair & maintenance 170,097 142,773 409,601 1,855 724,326 724,326 202 203 * Machinery repair 182 1,156 198 1,536 1,536 203 204 Equipment damaged 520 452 972 972 204 205 Fringe benefits N/A N/A N/A 76,478 76,478 76,478 205 206 Other casualties & insurance N/A N/A N/A 3,964 3,964 3,964 206 207 * Lease rentals - debit N/A N/A 258,132 N/A 258,132 258,132 207 208 * Lease rentals - (credit) N/A N/A (367) N/A (367) (367) 208 209 Joint facility rent - debit N/A N/A N/A 209 210 Joint facility rent - (credit) N/A N/A N/A 210 211 * Other rents - debit N/A N/A N/A 211 212 * Other rents - (credit) N/A N/A N/A 212 213 * Depreciation N/A N/A 427,735 427,735 427,735 213 214 Joint facility - debit N/A N/A 6,202 N/A 6,202 6,202 214

215 Joint facility - (credit) N/A N/A N/A 215 47 216 * Repairs billed to others - (credit) N/A (96,750) N/A (96,750) (96,750) 216 48 410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) LOCOMOTIVES - (Continued) 217 Dismantling retired property 217 218 Other 1,871 421 359 2,651 2,651 218 219 TOTAL LOCOMOTIVES 182,699 156,441 596,815 517,496 1,453,451 1,453,451 219 FREIGHT CARS 220 Administration 7,461 6,388 12,264 4,456 30,569 N/A 30,569 220 221 * Repair & maintenance 115,769 175,576 128,768 63,847 483,960 N/A 483,960 221 222 * Machinery repair 114 724 124 962 N/A 962 222 223 Equipment damaged 594 13,844 14,438 N/A 14,438 223 224 Fringe benefits N/A N/A N/A 53,036 53,036 N/A 53,036 224 225 Other casualties & insurance N/A N/A N/A 2,690 2,690 N/A 2,690 225 226 * Lease rentals - debit N/A N/A 286,156 286,156 N/A 286,156 226 227 * Lease rentals - (credit) N/A N/A (9,825) N/A (9,825) N/A (9,825) 227 228 Joint facility rent - debit N/A N/A N/A N/A 228 229 Joint facility rent - (credit) N/A N/A N/A N/A 229 230 * Other rents - debit N/A N/A 354,766 N/A 354,766 N/A 354,766 230 231 * Other rents - (credit) N/A N/A (95,158) N/A (95,158) N/A (95,158) 231 232 * Depreciation N/A N/A N/A 73,444 73,444 N/A 73,444 232 233 Joint facility - debit N/A N/A N/A N/A 233 234 Joint facility - (credit) N/A N/A N/A N/A 234 235 * Repairs billed to others - (credit) N/A N/A (175,516) N/A (175,516) N/A (175,516) 235 236 Dismantling retired property N/A 236 237 Other 1,174 264 225 1,663 N/A 1,663 237

238 TOTAL FREIGHT CARS 123,938 183,862 501,843 211,542 1,021,185 N/A 1,021,185 238 Road Initials: BNSF Year 2012 OTHER EQUIPMENT 301 Administration 805 692 1,327 481 3,305 3,305 301 Repair & maintenance:

Railroad Annual Report R-1 302 * Trucks, trailers, & containers - revenue service 9 11,809 9 11,827 N/A 11,827 302 303 * Floating equipment - revenue service N/A 303 304 * Passenger & other revenue equipment 4,840 1,752 6,592 6,592 304 305 * Computers and data processing equipment 4 4 4 305 306 * Machinery 12 78 14 104 104 306 307 * Work & other non-revenue equipment 12,598 8,101 4,646 58 25,403 25,403 307 308 Equipment damaged 18,568 2,117 20,685 20,685 308 309 Fringe benefits N/A N/A N/A 8,507 8,507 8,507 309 310 Other casualties & insurance N/A N/A N/A 721 721 721 310 311 * Lease rentals - debit N/A N/A 8,306 8,306 8,306 311 312 * Lease rentals - (credit) N/A N/A 312 Railroad Annual Report R-1 Road Initials: BNSF Year 2012

410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) OTHER EQUIPMENT (Continued) 313 Joint facility rent - debit N/A N/A N/A 313 314 Joint facility rent - (credit) N/A N/A N/A 314 315 Other rents - debit N/A N/A N/A 315 316 Other rents - (credit) N/A N/A N/A 316 317 Depreciation N/A N/A N/A 95,600 95,600 95,600 317 318 Joint facility - debit N/A N/A 78 N/A 78 78 318 319 Joint facility - (credit) N/A N/A N/A 319 320 Repairs billed to others - (credit) N/A N/A N/A 320 321 Dismantling retired property 321 322 Other 127 29 24 180 180 322 323 TOTAL OTHER EQUIPMENT 18,255 10,763 44,777 107,517 181,312 181,312 323 324 TOTAL EQUIPMENT 324,892 351,066 1,143,435 836,555 2,655,948 2,655,948 324 TRANSPORTATION TRAIN OPERATIONS 401 Administration 110,441 8,075 46,368 19,937 184,821 184,821 401 402 Engine crews 722,616 69,115 4 791,735 791,735 402 403 Train crews 577,513 74,293 31 651,837 651,837 403 404 Dispatching trains 47,139 (394) 46,745 46,745 404 405 Operating signals & interlockers 3 5,466 5,469 5,469 405 406 Operating drawbridges 3,779 3,779 3,779 406 407 Highway crossing protection 1 7,486 7,487 7,487 407 408 Train inspection & lubrication 59,148 59,148 59,148 408 409 Locomotive fuel 4,079,643 4,079,643 4,079,643 409 410 Electric power produced or 410 purchased for motive power 411 Servicing locomotives 48,623 386 (14,772) 34,237 34,237 411 412 Freight lost or damaged - solely related N/A N/A N/A 412 413 Clearing wrecks 413 414 Fringe benefits N/A N/A N/A 578,756 578,756 578,756 414 415 Other casualties & insurance N/A N/A N/A 86,640 86,640 86,640 415 416 Joint facility - debit N/A N/A 382 N/A 382 382 416 417 Joint facility - (credit) N/A N/A N/A 417 418 Other 2,596 1,045 700,252 (536) 703,357 703,357 418 419 TOTAL TRAIN OPERATIONS 1,571,856 4,089,152 888,196 684,832 7,234,036 7,234,036 419 YARD OPERATIONS

420 Administration 22,082 1,837 10,080 4,345 38,344 38,344 420 49 421 Switch crews 303,335 68 43,089 346,492 346,492 421 50

410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) YARD OPERATIONS (Continued) 422 Controlling operations 37,423 553 37,976 37,976 422 423 Yard and terminal clerical 67 308 761 452 1,588 1,588 423 424 Operating switches, signals, retarders, & humps 78 78 78 424 425 Locomotive fuel 190,719 190,719 190,719 425 426 Electric power electric power produced or 426 purchased for motive power 427 Servicing locomotives 10,023 10,023 10,023 427 428 Freight lost or damaged - solely related N/A N/A N/A 428 429 Clearing wrecks 51,818 51,818 51,818 429 430 Fringe benefits N/A N/A N/A 143,246 143,246 143,246 430 431 Other casualties & insurance N/A N/A N/A 20,550 20,550 20,550 431 432 Joint facility - debit N/A N/A 15,102 15,102 15,102 432 433 Joint facility - (credit) N/A N/A 433 434 Other 1 128 129 129 434 435 TOTAL YARD OPERATIONS 372,930 192,933 121,609 168,593 856,065 856,065 435 TRAIN & YARD OPERATIONS COMMON: 501 Cleaning car interiors 2,141 170 3,838 N/A 6,149 6,149 501 502 Adjusting & transferring loads 3,870 N/A 3,870 N/A 3,870 502 503 Car loading devices & grain docks N/A N/A 503

504 Freight lost or damaged - all other N/A N/A N/A 20,737 20,737 20,737 504 Road Initials: BNSF Year 2012 505 Fringe benefits N/A N/A N/A 835 835 835 505 506 TOTAL TRAIN & YARD OPERATIONS COMMON: 2,141 170 7,708 21,572 31,591 31,591 506 SPECIALIZED SERVICE OPERATIONS 507 * Administration 7,373 350 2,015 867 10,605 N/A 10,605 507 Railroad Annual Report R-1 508 * Pickup & delivery and marine line haul 24,392 123 24,515 N/A 24,515 508 509 * Loading & unloading and local marine 29,797 263,646 445 293,888 N/A 293,888 509 510 * Protective services 438 10,965 190 299 11,892 N/A 11,892 510 511 * Freight lost or damaged - solely related N/A N/A N/A N/A 511 512 * Fringe benefits N/A N/A N/A 2,285 2,285 N/A 2,285 512 513 * Casualties & insurance N/A N/A N/A 565 565 N/A 565 513 514 * Joint facility - debit N/A N/A N/A N/A 514 515 * Joint facility - (credit) N/A N/A N/A N/A 515 516 * Other N/A 516 517 * TOTAL SPECIALIZED SERVICE OPERATIONS 7,811 41,112 290,243 4,584 343,750 N/A 343,750 517 Railroad Annual Report R-1 Railroad Initials: BNSF Year 2012

410. RAILWAY OPERATING EXPENSES - (Continued) (Dollars in Thousands)

Material, tools, Total Line Cross Name of railway operating expense account Salaries supplies, fuels, Purchased General freight Passenger Total Line No. Check & Wages & lubricants services expense No. (a) (b) (c) (d) (e) (f) (g) (h) ADMINISTRATIVE support OPERATIONS: 518 Administration 105,550 7,373 42,335 24,059 179,317 179,317 518 519 Employees performing clerical & accounting functions 11,377 530 3,090 353 15,350 15,350 519 520 Communication systems operations 788 15 17,949 18,752 18,752 520 521 Loss & damage claims processing 521 522 Fringe benefits N/A N/A N/A 34,164 34,164 34,164 522 523 Casualties & insurance N/A N/A N/A 6,858 6,858 6,858 523 524 Joint facility - debit N/A N/A N/A 524 525 Joint facility - (credit) N/A N/A N/A 525 526 Other 643 643 643 526 527 TOTAL ADMINISTRATIVE support OPERATIONS 117,715 8,561 63,374 65,434 255,084 255,084 527 528 TOTAL TRANSPORTATION 2,072,453 4,331,928 1,371,130 945,015 8,720,526 8,720,526 528 GENERAL AND ADMINISTRATIVE 601 Officers - general administration 21,489 6,508 49,426 38,919 116,342 116,342 601 602 Accounting, auditing, & finance 43,466 1,033 10,566 1,642 56,707 56,707 602 603 Management services & data processing 27,742 868 101,585 2,384 132,579 132,579 603 604 Marketing 34,654 909 11,125 8,115 54,803 54,803 604 605 Sales 34,867 909 11,183 8,115 55,074 55,074 605 606 Industrial development 2,844 25 1,741 1,013 5,623 N/A 5,623 606 607 Personnel & labor relations 21,925 891 22,816 22,816 607 608 Legal & secretarial 18,672 695 79,481 5,859 104,707 104,707 608 609 Public relations & advertising 2,233 1,551 1,380 5,914 11,078 11,078 609 610 Research & development 610 611 Fringe benefits N/A N/A N/A 170,454 170,454 170,454 611 612 Casualties & insurance N/A N/A N/A 1,769 1,769 1,769 612 613 Writedown of uncollectible accounts N/A N/A N/A 21,083 21,083 21,083 613 614 Property taxes N/A N/A N/A 299,134 299,134 299,134 614 615 Other taxes except on corporate income or payroll N/A N/A N/A 9,566 9,566 9,566 615 616 Joint facility - debit N/A N/A 6,648 6,648 6,648 616 617 Joint facility - (credit) N/A (2,171) (2,171) (2,171) 617 618 Other 165,365 1,561 7,457 (52,665) 121,718 121,718 618 619 TOTAL GENERAL AND ADMINISTRATIVE 373,257 14,059 279,312 521,302 1,187,930 1,187,930 619 51 620 * TOTAL CARRIER OPERATING EXPENSE 3,217,976 4,868,808 3,129,939 3,693,843 14,910,566 14,910,566 620 52 Road Initials: BNSF Year 2012 412. WAY AND STRUCTURES (Dollars in Thousands)

1, Report freight expenses only. 2. The total depreciation expense reported in column (b), line 29, should balance to the sum of the depreciation expense reported in Schedule 410, column (f), lines 136, 137, and 138. 3. Report in column (c) the lease/rentals for the various property categories of way and structures. The total lease/rentals reported in column (c), line 29, should balance the net amount reported in Schedule 410, column (f), lines 118 through 123, plus lines 130 through 135. If an entire road or segment of track is leased and if the actual breakdown of lease/rentals by property category is not known, apportion the lease/rentals based on the percentage of the categories' depreciation bases for all categories of depreciable leased property. Use Schedule 352B of this report to obtain the depreciation bases of the categories of leased property. 4. Amortization adjustment of each road property type which is included in column (b) shall be repeated in column (d) as a debit or credit to the appropriate line item. The net adjustment on line 29, shall equal the adjustment reported on line 29 of Schedule 335. 5. Report on line 28, all other lease rentals not apportioned in any category listed on lines 1 through 27. 6. Line 11, Account 16, should not include computer and data processing equipment reported on line 37 of Schedule 415. Amortization Line Cross Property Lease/rentals adjustment Line No. Check Account Category Depreciation (net) during year No. (a) (b) (c) (d) 1 2 Land for transportation purposes - 1 2 3 Grading 30,877 2 3 4 Other right-of-way expenditures 1,199 3 4 5 Tunnels and subways 1,154 4 5 6 Bridges, trestles and culverts 36,427 5 6 7 Elevated structures - 6 7 8 Ties 209,144 7 8 9 Rail and other track material 392,136 8 9 11 Ballast 174,366 9 10 13 Fences, snowsheds and signs 1,245 10 11 16 Station and office buildings 15,610 11 12 17 Roadway buildings 1,660 12 13 18 Water stations 476 13 14 19 Fuel stations 14,557 14 15 20 Shops and enginehouses 14,699 15 16 22 Storage warehouses - 16 17 23 Wharves and docks 346 17 18 24 Coal and ore wharves 371 18 19 25 TOFC/COFC terminals 45,490 19 20 26 Communications systems 41,938 20 21 27 Signals and interlockers 105,651 21 22 29 Power plants 69 22 23 31 Power transmission systems 1,028 23 24 35 Miscellaneous structures 711 24 25 37 Roadway machines 25,457 25 26 39 Public improvements; construction 11,904 26 27 45 Power plant machines 112 27 28 Other lease/rentals - 276 N/A 28 29 TOTAL 1,126,627 276 29

Railroad Annual Report R-1 Railroad Annual Report R-1 Road Initials: BNSF Year 2012

414. RENTS FOR INTERCHANGED FREIGHT TRAIN CARS AND OTHER FREIGHT CARRYING EQUIPMENT (Dollars in Thousands)

1. Report freight expenses only. 2. Report in this supporting schedule rental information by car type and other freight-carrying equipment relating to the interchange of railroad owned or leased equipment and privately owned equipment. (Reporting for leased equipment covers equipment with the carrier's own railroad markings.) 3. The gross amounts receivable and payable for freight-train cars (line 19, columns (b) through (d), and line 19, columns (e) through (g), respectively) should balance with Schedule 410, column (f) lines 231 (credits) and 230 (debits). Trailer and container rentals in this schedule are included in Schedule 410, column (f) lines 315 and 316. However, the trailer and container rentals in this schedule will not balance to lines 315 and 316 of Schedule 410 because those lines include rents for "Other Equipment" which is reported in Schedule 415, column (f). The balancing of Schedules 410, 414, and 415 "Other Equipment" is outlined in note 6 to Schedule 415. 4. Report in columns (b) and (e) rentals for private-line cars (whether under railroad control or not) and shipper owned cars. 5. Report in columns (c), (d), (f), and (g) rentals for railroad owned cars prescribed by the Board in Ex Part No. 334, for which rentals are settled on a combination mileage and time basis (basic per diem). Include railroad owned per diem tank cars on line 17. NOTE: Mechanical designations for each car type are shown in Schedule 710.

GROSS AMOUNTS RECEIVABLE GROSS AMOUNTS PAYABLE Per Diem Basis Per Diem Basis Line Cross Type of Equipment Private Mileage Time Private Mileage Time Line No. Check Line Cars Line Cars No. (a) (b) (c) (d) (e) (f) (g) CAR TYPES 1 Box - Plain 40 Foot - 1 2 Box - Plain 50 Foot and Longer - 37 75 2,772 629 1,687 2 3 Box - Equipped - 2,241 5,724 11,108 8,213 17,962 3 4 Gondola - Plain - 2,537 1,111 4,551 982 2,146 4 5 Gondola - Equipped - 1,100 2,726 1 4,857 9,358 5 6 Hopper - Covered - 13,906 18,040 2,857 6,008 14,706 6 7 Hopper - Open Top - General Service - 374 1,709 167 184 852 7 8 Hopper - Open Top - Special Service - 1,186 1,206 449 24 71 8 9 Refrigerator - Mechanical - 878 1,786 - 46 230 9 10 Refrigerator - Nonmechanical - 971 1,930 - 39 159 10 11 Flat - TOFC/COFC - 12,700 18,460 139,835 5,765 14,802 11 12 Flat - Multi-Level - 1,719 2,991 29,535 2,347 7,623 12 13 Flat - General Service - 7 14 71 39 50 13 14 Flat - Other - 835 654 35,714 4,009 6,474 14 15 Tank - Under 22,000 Gallons - - 4 2,061 - - 15 16 Tank - 22,000 Gallons and Over - 2 21 1 - - 16 17 All Other Freight Cars - 4 12 196 39 133 17 18 Auto Racks - - 198 14,725 - 1,289 18 19 TOTAL FREIGHT TRAIN CARS - 38,497 56,661 244,043 33,181 77,542 19 OTHER FREIGHT CARRYING EQUIPMENT 20 Refrigerated Trailers 20 21 Other Trailers 21 22 Refrigerated Containers 22 23 Other Containers 23 53 24 * TOTAL TRAILERS AND CONTAINERS ------24 25 GRAND TOTAL (Lines 19 and 24) - 38,497 56,661 244,043 33,181 77,542 25 54 Road Initials: BNSF Year 2012 NOTES AND REMARKS

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 55 GENERAL INSTRUCTIONS CONCERNING RETURNS TO BE MADE TO SCHEDULE 415

1. Report freight expenses only. 2. Report by type of equipment all natural expenses relating to equipment functions (salaries and wages, materials, tools, supplies, fuels and lubricants, purchased services, and general). 3. Report in column (b) net repair expense, excluding the cost to repair damaged equipment. Schedule 415, column (b) will balance to Schedule 410, column (f) as follows: (a) Locomotives, line 5 plus line 38, compared to the sum of Schedule 410, lines 202, 203, and 216 (excluding wreck repairs). Do not report in Schedule 415, Equipment Damaged from Schedule 410, line 204. (b) Freight cars, line 24 plus line 39, compared to the sum of Schedule 410, lines 221, 222, and 235 (excluding wreck repairs). Do not report in Schedule 415, Equipment Damaged from Schedule 410, line 223. (c) Sum of highway equipment (line 32), floating equipment (line 35), passenger and other revenue equipment (line 36), computer and data processing equipment (line 37), machinery-other equipment (line 40), and work and other non-revenue equipment (line 41), compared to Schedule 410, the sum of lines 302 through 307, plus line 320 (excluding wreck repairs). Do not report in Schedule 415, equipment damaged from Schedule 410, line 308. Note: Lines 216, 235, and 320 of Schedule 410 are credit amounts. The allocation of freight car repair expenses reportable on Schedule 415 by car types shall be in accordance with Instruction 2-21, Freight train repair costing, 49 CFR 1201. 4. Depreciation expense for each class of equipment by car type shall be reported in columns (c) and (d). For improvements on leased property, Accounts 732 and 733, use a supplementary Schedule 415, which will relate to Schedules 340 and 342. Depreciation charges reported in columns (c) and (d) will balance to Schedule 410, column (f) as follows: (a) Locomotives, lines 5 and 38, compared to Schedule 410, line 213. (b) Freight cars, lines 24 and 39, compared to Schedule 410, line 232. (c) Sum of highway equipment (line 32), floating equipment (line 35), passenger and other revenue equipment (line 36), computer and data processing equipment (line 37), machinery-other equipment (line 40), and work and other non-revenue equipment (line 41), compared to Schedule 410, line 317. 5. Amortization adjustment of each equipment type which is included in column (c) shall be reported in column (e) as a debit or credit to the appropriate line item. The net adjustment on line 43 shall equal the equipment amortization adjustment applicable to equipment used in freight service included in line 39, column (c), of Schedule 335. 6. Lease/rentals reported in column (f) should balance to column (f) of Schedule 410 as follows: (a) Locomotives, lines 5 and 38, compared to Schedule 410, lines 207, 208, 211, and 212. (b) Freight cars, lines 24 and 39, compared to Schedule 410, lines 226 and 227 (note that Schedule 410, lines 230 and 231, are reported in Schedule 415, and are not included in Schedule 415). (c) Sum of lease/rentals for all other equipment, lines 32, 35, 36, 37, 40, and 41, will balance to Schedule 410, lines 311, 312, 315, and 316, except for the interchange rental on trailers and containers which is reported in Schedule 414. Therefore, both Schedules 414 and 415 should be used when balancing lease/rentals other equipment to Schedule 410. Do not report in Schedule 415, the trailer and container rentals reported in Schedule 414. 7. Investment base by types of equipment shall be reported in columns (g) and (h) and should not include the cost of equipment used but not owned when rents therefore are included in the rent for equipment and Account Nos. 31-21-00, 31-22-00, 31-23-00, 35-21-00, 35-22-00, and 35-23-00. It should include the cost of equipment owned and leased to others when the rents are included in the rent for Equipment Account Nos. 32-21-00, 32-22-00, 32-23-00, 36-21-00, 36-22-00, and 36-23-00. Property used but not owned should also be included when the rent is included in Account Nos. 31-12-00, 31-13-00, 31-21-00, 31-22-00, and 31-23-00, inclusive. The grand total of each equipment account in column (h) of Schedule 330 should equal the totals of line items constituting the equipment account totals of columns (g) and (h) of Schedule 415. 8. Accumulated depreciation for each class of equipment shall be reported in columns (i) and (j). The grand total of each equipment reserve account in column (g), Schedule 335, shall equal the combined aggregate total accumulated depreciation for line items constituting the corresponding equipment accounts reported in columns (i) and (j), on Schedule 415.

Railroad Annual Report R-1 56 Road Initials: BNSF Year 2012 415. SUPPORTING SCHEDULE - EQUIPMENT (Dollars in Thousands) Depreciation Amortization Line Cross Types of equipment Repairs Owned Capitalized Adjustment net Line No. Check (net expense) lease during year No. (a) (b) (c) (d) (e) LOCOMOTIVES 1 Diesel Locomotives - Yard 1 2 Diesel Locomotives - Road 627,576 329,471 93,156 2 3 Other Locomotives - Yard 3 4 Other Locomotives - Road 4 5 * TOTAL LOCOMOTIVES 627,576 329,471 93,156 5 FREIGHT TRAIN CARS 6 Box - Plain 40 foot 4 6 7 Box - Plain 50 foot and longer 1,512 1 7 8 Box - Equipped 22,886 4,970 8 9 Gondola - Plain 64,095 1,917 9 10 Gondola - Equipped 19,308 3,344 10 11 Hopper - Covered 83,218 15,161 3,585 11 12 Hopper - Open Top - General Service 7,311 3,415 12 13 Hopper - Open Top - Special Service 21,159 2,509 184 13 14 Refrigerator - Mechanical 3,208 9 14 15 Refrigerator - Nonmechanical 1,573 3,075 15 16 Flat - TOFC/COFC 17,704 7,573 3,585 16 17 Flat - Multi-level 4,380 1,654 1,838 17 18 Flat - General Service 5,490 61 18 19 Flat - Other 16,409 1,331 19 20 All Other Freight Cars 38,093 312 20 21 Cabooses 154 567 21 22 Auto Racks 1,664 22 23 Miscellaneous Accessories 1,944 13,482 23 24 * TOTAL FREIGHT TRAIN CARS 308,444 61,049 9,192 24 OTHER EQUIPMENT - REVENUE FREIGHT HIGHWAY EQUIPMENT 25 Refrigerated Trailers 25 26 Other Trailers 1,881 26 27 Refrigerated Containers 66 27 28 Other Containers 2,622 (216) 28 29 Bogies 29 30 Chassis 3,230 (209) 30 31 Other Highway Equipment (Freight) 4,028 31 32 * TOTAL HIGHWAY EQUIPMENT 11,827 (425) 32 FLOATING EQUIPMENT - REVENUE SERVICE 33 Marine Line-Haul 33 34 Local Marine 34 35 * TOTAL FLOATING EQUIPMENT 35 OTHER EQUIPMENT 36 Passenger & Other Revenue Equipment 36 * (Freight Portion) 6,592 37 * Computer Systems & Word Processing Equip. 4 40,604 37 38 * Machinery - Locomotives 1,536 5,108 38 39 * Machinery - Freight Cars 962 3,203 39 40 * Machinery - Other Equipment 104 347 40 41 * Work and Other Nonrevenue Equipment 25,403 19,698 35,376 41 42 TOTAL OTHER EQUIPMENT 34,601 68,960 35,376 42 43 TOTAL ALL EQUIPMENT (FREIGHT PORTION) 982,448 459,055 137,724 43

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 57 415. SUPPORTING SCHEDULE - EQUIPMENT - (Continued)

Investment base as of 12/31 Accumulated depreciation as of 12/31 Line Cross Lease & rentals Owned Capitalized Owned Capitalized Line No. Check (net) lease lease No. (f) (g) (h) (i) (j)

1 1 2 257,765 6,445,750 631,447 2,526,440 216,558 2 3 3 4 4 5 * 257,765 6,445,750 631,447 2,526,440 216,558 5

6 161 (70) 6 7 43 40 7 8 10,856 152,578 16,227 8 9 75,085 34,581 9 10 36,487 114,587 55,057 10 11 94,844 553,856 140,583 137,319 16,886 11 12 112,898 58,752 12 13 32,869 102,032 9,645 20,239 1,132 13 14 289 (367) 14 15 10,151 84,677 24,400 15 16 68,237 199,960 99,872 16,159 15,095 16 17 58,053 69,940 10,186 7,104 17 18 2,176 1,092 18 19 7,351 43,037 22,257 19 20 3,406 15,342 8,046 20 21 11,716 10,411 21 22 12,130 33,789 17,392 22 23 181,418 63,767 23 24 * 276,331 1,741,697 320,040 495,488 40,217 24

25 25 26 26 27 27 28 543 7,707 4,797 28 29 29 30 7,763 7,447 4,635 30 31 31 32 * 8,306 15,154 9,432 32

33 33 34 34 35 * 35

36 36 * 37 * 735,666 398,961 37 38 * 151,485 74,341 38 39 * 94,999 46,620 39 40 * 10,270 5,040 40 41 * 541,886 170,094 157,121 125,892 41 42 1,534,306 170,094 682,083 125,892 42 43 542,402 9,736,907 1,121,581 3,713,443 382,667 43

(1) Data reported on lines 38, 39, and 40 in columns (g) and (h) are investment recorded in property account 44, allocated to locomotives, freight cars, and other equipment. (2) Depreciation reported on lines 38, 39, and 40 in column (c) is calculated by multiplying the investment in each element by the effective composite rate for property account 44, and then adding or subtracting the adjustment reported in column (e). This calculation should equal the amount shown in column (c), Schedule 335. Railroad Annual Report R-1 58 416. SUPPORTING SCHEDULE - ROAD (Dollars in Thousands)

Owned and Used Improvements to Leased Property Capitalized Leases Total Accumulated Density Depr. Depr. Current Depreciation Line Category Account Investment Accumulated Rate Investment Accumulated Rate Investment Year Accumulated Investment & Line No. (Class) No. Base Depreciation % Base Depreciation % Base Amortization Amortization Base Amortization No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) 1 I 3 2,095,695 293,272 1.05% TOTAL IMPROVEMENTS TO NO CAPITAL LEASES IN ACCOUNTS 3, 8, 9, 11 2,095,695 293,272 1 2 8 3,886,704 1,222,692 3.96% PROPERTY LEASED FROM 3,886,704 1,222,692 2 3 9 9,760,971 2,808,908 3.10% OTHERS IS LESS THAN 5% 9,760,971 2,808,908 3 4 11 3,303,926 660,202 4.17% OF TOTAL PROPERTY OWNED. 3,303,926 660,202 4 5 SUB TOTAL 19,047,296 4,985,074 19,047,296 4,985,074 5 6 II 3 475,438 66,533 1.05% 475,438 66,533 6 7 8 1,205,828 295,662 3.40% 1,205,828 295,662 7 8 9 1,830,403 211,978 2.75% 1,830,403 211,978 8 9 11 809,576 177,977 3.45% 809,576 177,977 9 10 SUB TOTAL 4,321,245 752,150 4,321,245 752,150 10 11 III 3 - - 11 12 8 - - 12 13 9 - - 13 14 11 - - 14 15 SUB TOTAL - - - - 15 16 IV 3 243,771 34,113 1.05% 243,771 34,113 16 17 8 522,233 220,606 2.45% 522,233 220,606 17 18 9 943,338 243,685 1.92% 943,338 243,685 18 19 11 506,482 121,008 2.22% 506,482 121,008 19 20 SUB TOTAL 2,215,824 619,412 2,215,824 619,412 20 21 21 22 22 Road Initials: BNSF Year 2012 Year BNSF Road Initials: 23 23 24 24

Railroad Annual Report R-1 Report Annual Railroad 25 25 26 GRAND TOTAL 25,584,365 6,356,636 N/A - - - 25,584,365 6,356,636 26

Notes: (1) The base grand total for owned and used, improvements to leased property, and capitalized leases should equal the sum of Accounts 3, 8, 9, and 11 shown at year end on Schedule 330 and 335. (2) Columns (c) and (d) include improvements to leased property. Improvements to leased property are not separately included based on the 5% rule. Road Initials: BNSF Year 2012 59 NOTES AND REMARKS

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Railroad Annual Report R-1 60 417. SPECIALIZED SERVICE SUBSCHEDULE - TRANSPORTATION (Dollars in Thousands) 1. Report freight expenses only. 2. Report in lines 1, 2, 3, 4, and 10 the total of those natural expenses (salaries and wages, material, tools, supplies, fuels and lubricants, purchased services, and general) incurred in the operation of each type of specialized service facility. This schedule does not include switching services performed by train and yard crews in connection with or within specialized service facilities. 3. When it is necessary to apportion expenses, such as administrative expenses to two or more services, they shall be apportioned on the most equitable basis available to the respondent and only to the services they support. The total expenses in column (j) should balance with the respective line items in Schedule 410, Railway Operating Expenses. 4. Report in column (b), line 2, the expenses incurred in highway movements of trailers and containers performed at the expense of the reporting railroad within a terminal area for the purpose of pick-up, delivery, or highway interchange service. Report in column (b), line 3, the expenses incurred in operating facilities for handling trailers and/or containers, including storage expenses. See Schedule 755, note R. 5. The operation of floating equipment in line-haul service (between distinct terminals) should be reported in column (c) on line 2.. Floating operations conducted within a general terminal or harbor area should be reported in column (c), line 3. 6. Report in column (g), line 3, the expenses incurred by the railroad in loading and unloading automobiles, trucks, etc., to and from bi-level and tri-level auto rack cars. Report on line 2, column (g), the expense incurred by the railroad in moving automobiles, etc., between bi-level and tri-level loading and unloading facilities over the highway to shippers, receivers, or connecting carriers. Report in column (f) operating expenses for land facilities in support of floating operations, including the operation of docks and wharves. 7. Report on line 4, column (b), the expenses relating to heating and refrigeration of TOFC/COFC trailers and containers (total debits and credits). The expenses on line 4, column (h) relate to refrigerator cars only. 8. Report in column (i) total expenses incurred in performing rail substitute service, other highway revenue service, LCL terminal operations, warehouse operations, freight car transloading, grain elevator terminal operations, and livestock feeding operations only.

Coal Ore Other Motor vehicle Protective Other Total Line Cross Items TOFC/COFC Floating marine marine marine load & services special columns Line No. Check terminal equipment terminal terminal terminal distribution refrigerator car services (b) - (i) No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 1 * Administration 9,368 - - 16 902 319 - 10,605 1 2 * Pick up and delivery, marine line haul 24,392 123 N/A 24,515 2 3 * Loading and unloading and local marine 266,348 512 27,028 N/A 293,888 3 4 * Protective services - total debits and credits 18 1,012 10,862 11,892 4 5 * Freight lost or damaged - solely related 5 6 * Fringe benefits 1,923 325 37 2,285 6 7 * Casualty and insurance 565 565 7 8 * Joint facility - debit 8

9 * Joint facility - credit ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) 9 2012 Year BNSF Road Initials: 10 * Other ------10 11 * TOTAL 302,614 853 29,065 11,218 343,750 11 Railroad Annual Report R-1 Road Initials: BNSF Year 2012 61 418. SUPPORTING SCHEDULE - CAPITAL LEASES (Dollars in Thousands)

Instructions:

This schedule will show the investment in capitalized leases in road and equipment by primary account.

Column (a) = primary account number and title for which capital lease amounts are included therein. (b) = the total investment in that primary account. (c) = the investment in capital leases at the end of the year. (d) = the current year amortization. (e) = the accumulated amortization relating to the leased properties.

Capital Leases Primary Account Total Investment Investment at Current Year Accumulated No. & Title At End of Year End of Year Amortization Amortization (a) (b) (c) (d) (e) 25 - TOFC/COFC 1,380,308 115,842 4,634 20,515

37 - Roadway Machines 699,831 229,369 13,911 63,045

52 - Locomotives 7,077,197 631,447 93,156 216,558

53 - Freight-Train Cars 2,061,737 320,040 9,192 40,217

57 - Work Equipment 330,286 20,643 1,734 19,354

58 - Miscellaneous Equipment 381,694 149,451 33,642 106,538

Railroad Annual Report R-1 62 Road Initials: BNSF Year 2012 NOTES AND REMARKS

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 63 450. ANALYSIS OF TAXES (Dollars in Thousands) A. Railway Taxes Line Cross Line No. Check Kind of Tax Amount No.

1 Other than U.S. Government Taxes 507,627 1 U.S. Government Taxes Income Taxes 2 Normal Tax and Surtax 1,419,839 2 3 Excess Profits 3 4 * Total - Income Taxes (Lines 2 and 3) 1,419,839 4 5 Railroad Retirement 575,597 5 6 Hospital Insurance 52,866 6 7 Supplemental Annuities - 7 8 Unemployment Insurance 27,201 8 9 All Other United States Taxes - 9 10 Total - U.S. Government Taxes 2,075,503 10 11 Total - Railway Taxes 2,583,130 11

B. Adjustments to Federal Income Taxes

1. In column (a) are listed the particulars which most often cause a differential between taxable income and pretax accounting income. Other particulars which cause such a differential should be listed under the caption "Other (Specify)," including state and other taxes deferred if computed separately. Minor items, each less than $100,000, may be combined in a single entry under "Other (Specify)." 2. Indicate in column (b) the beginning of year totals of Accounts 714, 744, 762, and 786 applicable to each particular item in column (a). 3. Indicate in column (c) the net changes in Accounts 714, 744, 762, and 786 for the net tax effect of timing differences originating and reversing in the current accounting period. 4. Indicate in column (d) any adjustments, as appropriate, including adjustments to eliminate or reinstate deferred tax effects (credits or debits) due to applying or recognizing a loss carry-forward or a loss carry-back. 5. The total of line 19 in columns (c) and (d) should agree with the total of the contra charges (credits) to Account 557, Provision for Deferred Taxes, and Account 591, Provision for Deferred Taxes - Extraordinary Items, for the current year. 6. Indicate in column (e) the cumulative total of columns (b), (c), and (d). The total of column (e) must agree with the total of Accounts 714, 744, 762, and 786.

Net credits Line Particulars Beginning of (charges) for Adjustments End of Line No. year balance current year year balance No. (a) (b) (c) (d) (e)

1 Deferred debits: 1 2 Accrued liabilities not deductible until paid: 2 3 Casualty and Environmental Costs (351,423) 63,175 - (288,248) 3 4 Postretirement benefits (305,685) (26,436) (316) (332,437) 4 5 Compensation and Benefits (269,166) 15,954 - (253,212) 5 6 Other (153,473) (32,670) (11,054) (197,197) 6 7 Subtotal (1,079,747) 20,023 (11,370) (1,071,094) 7 8 Deferred tax credits: 9 Depreciation and Amortization 11,695,008 489,000 13,506 12,197,514 8 10 Hedging 14,827 (224) (8,484) 6,119 9 11 Other 205,101 36,251 - 241,352 10 12 Subtotal 11,914,936 525,027 5,022 12,444,985 11 13 12 14 13 15 14 16 15 17 16 18 19 17 20 18 21 TOTALS 10,835,189 545,050 (6,348) 11,373,891 19

Railroad Annual Report R-1 64 Road Initials: BNSF Year 2012 450. ANALYSIS OF TAXES (Dollars in Thousands)

* Footnotes:

1. If the flow-through method was elected, indicate the net decrease (or increase) in tax accrual because of investment tax credit. 0 If the deferral method for investment tax credit was elected: (1) Indicate amount of credit utilized as a reduction of tax liability for current year N/A (2) Deduct the amount of the current year's credit applied to reduction of tax liability but deferred for accounting purposes N/A (3) Balance of current year's credit used to reduce current year's tax accrual N/A (4) Add amount of prior year's deferred credits being amortized to reduce current year's tax accrual N/A (5) Total decrease in current year's tax accrual resulting from use of investment tax credits N/A 2. Estimated amount of future earnings which can be realized before paying Federal income taxes because of unused and available net operating loss carryover on January 1 of the year following that for which the report is made 0

Notes and Remarks:

Adjustment is to reflect income taxes on balance sheet adjustment which, in accordance with generally accepted accounting principles, are not reflected in Railway income tax expense.

Minimum pension liability $ (2,943) UTU/Qualified pension plans 2,627 SFAS 133- Fuel hedges (8,484) Other (43) FIN 48 2,495 Total $ (6,348)

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 65 460. ITEMS IN SELECTED INCOME AND RETAINED EARNINGS ACCOUNTS FOR THE YEAR (Dollars in Thousands)

Give a brief description for all items, regardless of amount, included during the year in Accounts 555, Unusual or Infrequent Items; 560, Income or Loss From Operations or Discontinued Segments; 562, Gain or Loss on Disposal of Discontinued Segments; 570, Extraordinary Items; 590, Income Taxes on Extraordinary Items; 592, Cumulative Effect of Changes in Accounting Principles; 603, Appropriations Released; 606, Other Credits to Retained Earnings; 616, Other Debits to Retained Earnings; 620, Appropriations for Sinking and Other Funds; and 621, Appropriations for Other Purposes. If appropriations released reflect appropriations provided during the year, each account should not be reported.

For Accounts 519, Miscellaneous Income, and 551, Miscellaneous Income Charges, if the total in either account exceeds 10% of net income before extraordinary items, describe the three largest items in the account and any other items in excess of 10% of net income.

Line Account Item Debits Credits Line No. No. No. (a) (b) (c) (c) 1 1 2 2 3 616 Other Comprehensive Income - Fuel Hedging 13,592 3 4 616 Other Comprehensive Income - Interest Hedging 64 4 5 616 Other Comprehensive Income - BNSF Pension and Retiree Benefits 508 5 6 616 Other Comprehensive Income - Equity Method Investments 2,327 6 7 616 Intercompany Notes Receivable from Burlington Northern Santa Fe, LLC* 1,860,800 7 8 8 9 9 10 10 11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29

MEMORANDA RELATING TO SELECTED INCOME AND RETAINED EARNINGS ACCOUNTS

* BNSF Railway classified the intercompany note receivable as equity in accordance with GAAP and the BNSF Railway 10-K.

Railroad Annual Report R-1 66 Road Initials: BNSF Year 2012

501. GUARANTIES AND SURETYSHIPS (Dollars in Thousands)

1. If the respondent was under obligation as guarantor or surety for the performance by any other corporation or association of any agreement or obligation, show the particulars of each contract of guarantee or suretyship in effect at the close of the year or entered into and expired during the year. This inquiry does not cover the case of ordinary commercial paper maturing on demand or not later than two years after the date of issue. Items of less than $50,000 may be shown as one total.

Line Names of all parties principally Description Amount of Sole or joint Line No. and primarily liable contingent liability contingent liability No. (a) (b) (c) (d) 1 Terminal Railroad Association of St Louis 1 2 BNSF Railway Company Sinking Fund and Interest 7,014 Joint (Note 1) 2 3 CSX Transportation, Inc. on Refunding and Improvement 3 4 Canadian National Railway Company Mortgage Bonds Series C 4 5 Norfolk and Southern Railway Company due 7/1/2019 5 6 Union Pacific Railroad Company 6 7 7 8 8 9 Kinder Morgan Energy Partners, L.P. 190,000 Sole (Note 2) 9 10 BNSF Railway Company 10 11 11 12 Intermotel Leasing, Inc. 9,267 Sole (Note 3) 12 13 BNSF Railway Company 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29 30 30 31 Note 1: Terminal Railroad Association of St. Louis Mortgage Bonds are fully funded by TRRA through a Sinking fund established with a balance in the 31 32 amount of approximately $20 million as of December 31, 2012. BNSF is jointly and severally liable with CSX, CN, NS, and UP for the Sinking Fund. This fund 32 33 covers future interest and principal payments through the remainder of the bonds' term. 33 34 Note 2: Santa Fe Pacific Pipelines, Inc (SFPP) , an indirect, wholly-owned subsidiary of BNSF Railway Company, has a guarantee in connection with its 34 35 remaining special limited partnership interest in SFPP, L.P. All obligations with respect to the guarantee will cease upon termination of ownership rights 35 36 which would occur upon a put notice issued by BNSF Railway Company or the exercise of the call rights by the general partners of SFPP, L.P. 36 37 Note 3: Intermotel Leasing, Inc. has a guarantee in connection with certain facility debt agreements. The obligation with respect to the guarantee will 37 38 terminate upon repayment of the outstanding debt and interest of the specified facility debt agreements. 38 39 39 40 40 41 41

2. If any corporation or other association was under obligation as guarantor or surety for the performance by the respondent of any agreement or obligation, show the particulars called for hereunder for each such contract of guaranty or suretyship in effect at the close of the year or entered into and expired during the year. This inquiry does not cover the case of ordinary commercial paper maturing on demand or not later than two years after the date of issue, nor does it include ordinary surety bonds or undertakings on appeals in court proceedings.

Finance docket number, title Line maturity date and concise descrip- Names of all Amount of contingent Sole or joint Line No. tion of agreement or obligation guarantors and sureties liability of guarantors contingent liability No. (a) (b) (c) (d) 1 1 2 2 3 None 3 4 4 5 5 6 6 7 7 8 8 9 9

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 67 502. COMPENSATING BALANCES AND SHORT-TERM BORROWING AGREEMENTS (Dollars in Thousands)

Using the following notes as a guideline, show the requirements of compensating balances and short-term borrowing agreements. Footnote disclosure is required even the arrangement is not reduced to writing.

1. Disclose compensating balances not legally restricted, lines of credit used and unused, average interest rate of short-term borrowings that are outstanding at balance sheet date, maximum amount of outstanding borrowings during the period and the weighted average rate of those borrowings. 2. Time deposits and certificates of deposit constituting compensating balances not legally restricted should be disclosed. 3. Compensating balance arrangements need only be disclosed for the latest fiscal year. 4. Compensating balances included in Account 703, Special Deposits, and in Account 717, Other Funds, should also be separately disclosed below. 5. Compensating balance arrangements are sufficiently material to require disclosure in footnotes when the aggregate of written and oral agreement balances amount to 15% or more of liquid assets (current cash balances, restricted and unrestricted, plus marketable securities). 6. When a carrier is not in compliance with a compensating balance requirement, that fact should be disclosed, along with stated and possible sanctions, whenever such possible sanctions may be immediate (not vague or unpredictable) and material.

1. None 2. None 3. None 4. None 5. None 6. None

Railroad Annual Report R-1 68 Road Initials: BNSF Year 2012

NOTES AND REMARKS

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 69 510. SEPARATION OF DEBTHOLDINGS BETWEEN ROAD PROPERTY AND EQUIPMENT (Dollars in Thousands)

The principal use of this schedule is to determine the average rate of debt capital.

I. Debt Outstanding at End of Year

Line Account Title Source Balance No. No. Close of Year (a) (b) (c) (d) 1 751 Loans and notes payable Sch 200, Line 30 2 764 Equipment obligations and other long-term debt due within one year Sch 200, Line 39 202,788 3 765/767 Funded debt unmatured Sch 200, Line 41 536,768 4 766 Equipment obligations Sch 200, Line 42 122,211 5 766.5 Capitalized lease obligations Sch 200, Line 43 842,709 6 768 Debt in default Sch 200, Line 44 7 769 Accounts payable - affiliated companies Sch 200, Line 45 8 770.1/770.2 Unamortized debt premium Sch 200, Line 46 (20,744) 9 Total debt Sum of Lines 1 through 8 1,683,732 10 Debt directly related to road property Note 1 380,685 11 Debt directly related to equipment Note 1 1,123,791 12 Total debt related to road and equipment Lines 10 and 11 1,504,476 13 Percent directly related to road Line 10 /Line 12 Whole % + 2 decimals 25.30% 14 Percent directly related to equipment Line 11 /Line 12 Whole % + 2 decimals 74.70% 15 Debt not directly related to road and equipment Line 9 - Line 12 179,256 16 Road property debt (Note 2) (Line 13 x Line 15) + Line 10 426,037 17 Equipment debt (Note 2) (Line 14 x Line 15) + Line 11 1,257,695

II. Interest Accrued During the Year

Line Account Title Source Balance No. No. Close of Year (a) (b) (c) (d) 18 546-548 Total interest and amortization (fixed charges) Sch. 210, Line 42 88,964 19 546 Contingent interest on funded debt Sch. 210, Line 44 20 517 Release of premium on funded debt Sch. 210, Line 22 21 Total interest (Note 3) (Line 18 + Line 19) - Line 20 88,964 22 Interest directly related to road property debt Note 4 24,299 23 Interest directly related to equipment debt Note 4 71,380 24 Interest not directly related to road or equipment property debt Line 21 - (Lines 22 + 23) (6,715) 25 Interest on road property debt (Note 5) Line 22 + (Line 24 x Line 13) 22,600 26 Interest on equipment debt (Note 5) Line 23 + (Line 24 x Line 14) 66,364 27 Embedded rate of debt capital - road property Line 25 / Line 16 5.30% 28 Embedded rate of debt capital - equipment Line 26 / Line 17 5.28%

Note 1: Directly related means the purpose which the funds were used for when the debt was issued. Note 2: Line 16 plus Line 17 must equal Line 9. Note 3: Line 21 includes interest on debt in Account 769 - Accounts Payable; Affiliated Companies. Note 4: This interest relates to debt reported on Lines 10 and 11, respectively. Note 5: Line 25 plus Line 26 must equal Line 21. Note 6: Line 24 includes capitalized interest.

Railroad Annual Report R-1 70 Road Initials: BNSF Year 2012 NOTES AND REMARKS

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Railroad Annual Report R-1 Road Initials: BNSF Year 2012 Initials: Year BNSF Road Railroad Annual Report R-1 Railroad Annual Report INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 512

1. Furnish the information called for below between the respondent and the affiliated companies 3. In column (b) indicate the nature of the relationship or control between the respondent and or persons affiliated with the respondent, including officers, directors, stockholders, owners, the company or person identified in column (a) as follows: partners, or their wives and other close relatives, or their agents. Examples of transactions are, but are not restricted to, management, legal, accounting, purchasing, or other types of service (a) If respondent directly controls the affiliate, insert the word "direct." including the furnishing of materials, supplies, purchase of equipment, leasing of structures, land and equipment, and agreements relating to allocation of officers' salaries and other common costs (b) If respondent controls through another company, insert the word "indirect." between affiliated companies. (c) If respondent is under common control with affiliate, insert the word "common." To be excluded are payments for the following types of services: (d) If respondent is controlled directly or indirectly by the company listed in column (a), (a) Lawful tariff charges for transportation services. insert the word "controlled."

(b) Payments to or from other carriers for interline services and interchange of equipment. (e) If control is exercised by other means, such as a management contract or other arrangement of whatever kind, insert the word "other" and provide a footnote to describe (c) Payment to or from other carriers which may reasonably be regarded as ordinarily such arrangements. connected with routine operation or maintenance, but any special or unusual transactions should be reported. 4. In column (c), fully describe the transactions involved such as management fees, lease of building, purchase of material, etc. When the affiliate listed in column (a) provides more than one (d) Payments to public utility companies for rates or charges fixed in conformity with type of service in column (c), list each type of service separately and show the total for the government authority. affiliate. When services are both provided and received between respondent and an affiliate they should be listed separately and the amounts shown separately in column (e). 2. In column (a) enter the name of the affiliated company, person, or agent with which respondent received or provided services aggregating $50,000 or more during the year. If an affiliated 5. In column (d), report the dollar amounts of transactions shown and the effect of any change company provides services to more than one affiliate, and the aggregate compensation amounts in the method of establishing the terms from that used in the preceding period. to $50,000 or more for the year, list all the affiliates included in the agreement and describe the allocation of charges. If the respondent provides services to more than one affiliate, and the 6. In column (e), report the dollar amounts due from or to related parties and, if not otherwise aggregate compensation amounts to $50,000 or more for the year, reference to this fact should apparent, the terms and manner of settlement. Insert (P) for paid or (R) for received by the be made and the detail as to the allocation of charges should be stated. For those affiliates amount in column (e). providing services to the respondent, also enter in column (a) the percent of affiliate's gross income derived from transactions with respondent.

The respondent may be required to furnish as an attachment to Schedule 512 a balance sheet and income statement for each affiliate with which respondent carrier had reportable transactions during the year, or alternatively, attach a "Pro Forma" balance sheet and income statement for that portion or entity of each affiliate which furnished the agreed to services, equipment, or other reportable transaction. The statements, if required, should be prepared on a calendar year basis in conformity with the prescribed schedules for the balance sheet and income statement in this Annual Report Form R-1, and should be noted (1) to indicate the method used for depreciating equipment or other property furnished to the carrier, and (2) whether the affiliate's Federal income tax return for the year was filed on a consolidated basis with the 71 respondent carrier. 512. TRANSACTIONS BETWEEN RESPONDENT AND COMPANIES OR PERSONS AFFILIATED WITH RESPONDENT FOR SERVICES RECEIVED OR PROVIDED 72 (Dollars in Thousands)

Name of company or related Amount due from Line party with percent % Nature of relationship Description of Dollar amounts or to related Line No. of gross income transactions of transactions parties No. (a) (b) (c) (d) (e) 1 Burlington Northern Santa Fe, LLC Controlled Services Rendered 11,016 (81,749) 1 2 2 3 Freightwise, Inc Common (963) 3 4 4 5 BNSF Insurance Co, Ltd Common Insurance Premiums 113,984 5,119 5 6 Claims Paid 115,518 see above 6 7 7 8 BNSF Logistics, LLC Common Services Rendered 74 109 8 9 9 10 BNSF Logistics International, Inc Common Services Rendered 34 14 10 11 11 12 Berkshire Hathaway Inc. Controlled Stock Option Exercises (34,536) 12 13 13 14 Longview Switching Company Direct Services Rendered 83 (139) 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 Railroad Initials: BNSF Year 2012 Year BNSF Initials: Railroad 22 22 23 23 24 24 25 25 Railroad Annual Report R-1 Report Annual Railroad Road Initials: BNSF Year 2012 73

INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 700

State particulars of all tracks operated by the respondent at the close of the year, according to the following classifications: (1) Line owned by respondent. (2) Line owned by proprietary companies. (3) Line operated under lease for a specified sum, lessor being (A) an affiliated corporation, or (B) independent or not affiliated with the respondent. (4) Line operated under contract or agreement for contingent rent, owner being (A) an affiliated corporation, or (B) independent or not affiliated with the respondent. (5) Line operated under trackage rights. Give subtotals for each of the several numbered classes, in the order listed above, as well as the total for all classes. Lengths of track should be reported to the nearest WHOLE mile adjusted to accord with footings; i.e., counting one-half mile or over as a whole mile and disregarding any fraction less than one-half mile. In Column (a) insert the figure (and letter, if any) indicating its class in accordance with the above list of classifications. In Column (b) give the various proportions of each class owned or leased by respondent, listing each proportion once in any grouping. Canadian mileage should be segregated and identified on separate lines in the various groupings. For each listing, in Column (d) give its entire length (the distances between terminals of single or first main track), and in the following columns the lengths of second main track, all other main tracks, passing tracks, cross-overs and turn-outs, way switching tracks, and yard switching tracks. These classes of tracks are defined as follows: RUNNING TRACKS - Running tracks, passing tracks, cross-overs, etc., including turn-outs from those tracks to clearance points. WAY SWITCHING TRACKS - Station, team, industry, and other switching tracks for which no separate service is maintained. YARD SWITCHING TRACKS - Yard where separate switching services are maintained, including classification, house, team, industry, and other tracks switched by yard locomotives. The returns in Columns (h) and (i) should include tracks serving industries, such as mines, mills, smelters, factories, etc. Tracks belonging to an industry for which no rent is payable should not be included. Tracks leading to and in gravel and sand pits and quarries, the cost of which is chargeable to a clearing account and which are used in getting out material for the respondent's use, should not be included, Class (1) includes all lines operated by the respondent at the close of the year to which it has title in perpetuity. Class (2) includes each line, full title to which is in an inactive proprietary corporation of the respondent (i.e., one all of whose outstanding stocks or obligations are held by or for the respondent, and which is operated by the respondent or an affiliated system corporation without any accounting to the said proprietary corporation). It may also include such line when the actual title to all of the outstanding stocks or obligations rests in a corporation controlled by or controlling the respondent. But in the case of any such inclusion, the facts of the relationship to the respondent of the corporation holding the securities should be fully set forth in a footnote. An inactive corporation is one which has been practically absorbed in a controlling corporation, and which neither operates property nor administers its financial affairs. If it maintains an organization, it does so only for the purpose of complying with legal requirements and maintaining title to property or franchises. Class (3) includes all tracks operated under a lease or formal conveyance of less than the grantor's interest in the property, with a specific and unconditional rent reserved. The fact that the lessor does or does not maintain an independent organization for financial purposes is immaterial in this connection. Class (4) is the same as Class (3), except that the rent reserved is conditional upon earnings or some other fact. Class (5) includes all tracks operated and maintained by others, but over which the respondent has the right to operate some or all of its trains. In the road of this class, the respondent has no proprietary rights, but only the rights of a licensee. Include in this class, also, on main tracks, industrial tracks and sidings owned by noncarrier companies and individuals when the respondent operates over them but does not have exclusive possession of them. Road held by respondent as a joint or common owner or a joint lessee or under any joint arrangement should be shown in its appropriate class and the entry of length should be the entire length of the portion jointly held. The class symbol should have the letter (J) attached. Road operated by the respondent as an agent for another carrier should not be included in this schedule.

Railroad Annual Report R-1 74 Road Initials: BNSF Year 2012

700. MILEAGE OPERATED AT CLOSE OF YEAR

Running tracks, passing tracks, cross-overs, etc. Proportion Miles of owned or Miles Miles of Miles of passing tracks, Miles of Miles of Line Class leased by of second all other cross-overs, way switching yard switching TOTAL Line No. respondent road main track main tracks and turnouts tracks tracks No. (a) (b) (c) (d) (e) (f) (g) (h) (i) 1 1 100% 22,690 4,539 202 3,232 2,432 5,590 38,685 1 2 1J 75% 5 5 2 3 1J 66.70% 17 17 3 4 1J 50% 499 121 146 51 80 234 1,131 4 5 1J 33.30% 2 1 6 34 43 5 6 1J 25% 1 54 55 6 7 1J 20% 7 8 1J 16.7% 8

9 Total 1J 501 121 146 52 87 344 1,251 9 10 10

11 Total 1 and 1J 23,191 4,660 348 3,284 2,519 5,934 39,936 11 12 12 13 2 4 10 3 5 22 13 14 3 27 3 34 64 14 15 4 26 5 1 72 104 15 16 5 9,266 332 26 114 677 161 10,576 16 17 17 57 Grand Total 32,514 4,992 374 3,413 3,203 6,206 50,702 57 58 Miles of electrified road 58 or track included in the NONE NONE NONE NONE NONE NONE NONE preceding grand total

700. CANADIAN MILEAGE OPERATED AT THE CLOSE OF YEAR (INCLUDED IN SCHEDULE 700 ABOVE)

Running tracks, passing tracks, cross-overs, etc. Proportion Miles of owned or Miles Miles of Miles of passing tracks, Miles of Miles of Line Class leased by of second all other cross-overs, way switching yard switching TOTAL Line No. respondent road main track main tracks and turnouts tracks tracks No. (a) (b) (c) (d) (e) (f) (g) (h) (i) 1 1 100% 22 8 2 12 44 1 2 1J 50% 5 5 2 3 Total 1 and 1J 27 8 2 12 49 3 4 2 4 1 5 10 4 5 5 80 2 5 9 5 101 5 57 Grand Total Canadian 57 Miles 111 2 13 12 22 160

Railroad Annual Report R-1 Railroad Annual Report R-1 Annual Railroad

702. MILES OF ROAD AT CLOSE OF YEAR - BY STATES AND TERRITORIES (SINGLE TRACK) BNSF Year 2012 Road Initials:

Give particulars, as of the close of the year, of all road operated and of all road owned but not operated. The respondent's proportion of operated road held by it as a joint or common owner, or under a joint lease, or under any joint arrangement, should be shown in columns (b), (c), (d), or (e), as may be appropriate. The remainder of jointly operated mileage should be shown in column (f). Respondent's proportion of road jointly owned but not operated should be shown in column (h), as appropriate. Mileage which has been permanently abandoned should not be included in column (h).

Mileage should be reported to the nearest WHOLE mile adjusted in accord with footings; i.e., counting one-half mile and over as a whole mile and disregarding any fraction less than one-half mile.

MILES OF ROAD OPERATED BY RESPONDENT Line of Line operated Line operated Total Line owned, New line Line Cross State or Line proprietary Line operated under contract, under trackage mileage not operated constructed Line

No. Check territory owned companies under lease etc. rights operated by respondent during year No.

(a) (b) (c) (d) (e) (f) (g) (h) (i) 1 Alabama 115 185 300 22 1 2 Arizona 595 595 2 3 Arkansas 198 854 1,052 3 4 British Columbia 27 11 38 14 4 5 California 1,150 970 2,120 16 5 6 Colorado 864 538 1,402 3 6 7 Idaho 117 1 118 33 7 8 Illinois 1,174 2 376 1,552 5 8 9 Iowa 631 27 42 700 2 9 10 Kansas 1,234 475 1,709 6 10 11 Kentucky 13 86 99 11 12 Louisiana 237 111 348 12 13 Manitoba 4 69 73 13 14 Minnesota 1,584 87 1,671 10 14 15 Mississippi 166 13 179 15 16 Missouri 1,545 166 1,711 62 16 17 Montana 1,936 78 2,014 737 17 18 Nebraska 1,557 94 1,651 18 19 Nevada 805 805 19 20 New Mexico 896 461 1,357 248 20 21 1,698 25 1,723 721 21 22 Oklahoma 1,037 372 1,409 189 22 23 Oregon 235 151 386 127 23 24 South Dakota 897 28 925 24 25 Tennessee 17 127 144 25 26 Texas 2,586 11 2,525 5,122 100 26 27 Utah 433 433 27 28 Washington 1,463 172 1,635 113 28 29 Wisconsin 267 6 273 29 30 Wyoming 965 5 970 5 30 31 31 75 32 Total Mileage (Single Track) 23,191 4 27 26 9,266 32,514 2,413 32 76 Road Initials: BNSF Year 2012

NOTES AND REMARKS

THIS PAGE INTENTIONALLY LEFT BLANK

Railroad Annual Report R-1 Railroad Annual Report R-1 Report Annual Railroad

INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 710 2012 Year BNSF Road Initials:

Instructions for reporting locomotive and passenger-train car data.

1. Give particulars of each of the various classes of equipment which respondent owned or leased 7. Column (k) should show aggregate capacity for all units reported in column (j), as follows: during the year. For locomotive units, report the manufacturer's rated horsepower (the maximum continuous power output from the diesel engines or engines delivered to the main generator or generators 2. In column (c), give the number of units purchased new or built in company shops. In column (d), for tractive purposes). Exclude capacity data for steam locomotives. For passenger-train cars, give the number of new units leased from others. The term "new" means a unit placed in service for report the number of passenger seats available for revenue service, counting one passenger to the first time on any railroad. each berth in sleeping cars.

3. Units leased to others for a period of one year or more are reportable in column (l). Units 8. Passenger-train car types and service equipment car types correspond to AAR Mechanical temporarily out of respondent's service and rented to others for less than one year are to be Division designations. Descriptions of car codes and designations are published in The included in column (h). Units rented from others for a period less than one year should not be Official Railway Equipment Register. included in column (i). 9. Cross-checks 4. For reporting purposes, a "locomotive unit" is a self-propelled vehicle generating or converting energy into motion, and designed solely for moving other equipment. An "A" unit is the least Schedule 710 Schedule 710 number of wheel bases with superstructure designed for use singly or as a lead locomotive unit in combination with other locomotive units. A "B" unit is similar to an "A" unit but it is not equipped Line 5, column (j) = Line 11, column (l) for use singly or as a lead locomotive unit. A "B" unit may be equipped with hostler controls for Line 6, column (j) = Line 12, column (l) independent operation at terminals. Line 7, column (j) = Line 13, column (l) Line 8, column (j) = Line 14, column (l) 5. A "self-propelled" car is a rail motor car propelled by electric motors receiving power from a Line 9, column (j) = Line 15, column (l) third rail or overhead, or internal combustion engines located on the car itself. Trailers equipped Line 10, column (j) = Line 16, column (l) for use only in trains of cars that are self-propelled are to be included as self-propelled equipment. When data appear in column (j), lines 1 through 8, column (k) should have data on the same lines. 6. A "diesel" unit includes all units propelled by diesel internal combustion engines regardless of final drive or whether power may at times be supplied from an external conductor. Units other than When data appear in columns (k) or (l), lines 36 through 53, and 55, column (m) should have diesel-electric, e.g., diesel-hydraulic, should be identified in a footnote, giving the number and a data on the same lines. brief description.. An "electric" unit includes all units which receive electric power from a third rail or overhead contact wire, and use the power to drive one or more electric motors that propel the vehicle. An "other self-powered unit" includes all units other than diesel or electric, e.g., gas turbine, steam. Show the type of unit, service, and number, as appropriate, in a brief description sufficient for positive identification. An "Auxiliary unit" includes all units used in conjunction with locomotives, but which draw their power from the "mother" unit, e.g., boosters, slugs, etc. For reporting purposes, indicate radio-controlled self-powered diesel units on lines 1 through 8, as appropriate. Radio-controlled units that are not self-propelled, i.e., those without a diesel, should be reported on line 13 under "auxiliary units." 77 710. INVENTORY OF EQUIPMENT 78 UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS

Changes During the Year Units at Close of Year Units Installed All other units Units retired including from service Rebuilt units reclassification of respondent Aggregate Units in acquired and and second whether capacity of service of New units rebuilt units hand units owned or Total in units respondent New units leased rewritten purchased leased, Owned Leased service of reported Line Cross at beginning purchased from into property or leased from including and from respondent in col (j) Leased Line No. Check Type or design of units of year or built others accounts others reclassification used others [col (h) & (i)] (See Ins. 7) to others No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Locomotive Units (HP) 1 Diesel-freight units 5,219 302 64 3,104 2,353 5,457 23,428,872 1 2 Diesel-passenger units 2 3 Diesel-multiple purpose units 1,588 68 1,432 88 1,520 3,593,441 3 4 Diesel-switching units 4 5 * TOTAL (lines 1 to 4) units 6,807 302 132 4,536 2,441 6,977 27,022,313 5 6 * Electric locomotives 6 7 * Other self-powered units 7 8 * TOTAL (lines 5, 6, and 7) 6,807 302 132 4,536 2,441 6,977 27,022,313 8 9 * Auxiliary units 62 62 62 9 TOTAL LOCOMOTIVE UNITS 10 * (lines 8 and 9) 6,869 302 132 4,598 2,441 7,039 27,022,313 10

DISTRIBUTION OF LOCOMOTIVE UNITS IN SERVICE OF RESPONDENT AT CLOSE OF YEAR BUILT, DISREGARDING YEAR OF REBUILDING

During Calendar Year Between Between Between Between Jan 1, 1990 Jan 1, 1995 Jan 1, 2000 Jan 1, 2005 Line Cross Before and and and and Line 2012 Year BNSF Road Initials: No. Check Type or design of units Jan 1,1990 Dec 31, 1994 Dec 31, 1999 Dec 31, 2004 Dec 31, 2009 2010 2011 2012 2013 2014 TOTAL No.

Railroad Annual Report R-1 Report Annual Railroad (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) 11 * Diesel 1,458 609 1,533 995 1,646 207 227 302 6,977 11 12 * Electric 12 13 * Other self-powered units 13 14 * TOTAL (lines 11 to 13) 1,458 609 1,533 995 1,646 207 227 302 6,977 14 15 * Auxiliary units 62 62 15 TOTAL LOCOMOTIVE UNITS 16 * (lines 14 and 15) 1,520 609 1,533 995 1,646 207 227 302 7,039 16 Railroad Annual Report R-1 Report Annual Railroad 2012 Year BNSF Road Initials: 710. INVENTORY OF EQUIPMENT (Continued) UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS

Changes During the Year Units at Close of Year Units Installed All other units Units retired including from service Rebuilt units reclassification of respondent Aggregate Units in acquired and and second whether capacity of service of New units rebuilt units hand units owned or Total in units respondent New units leased rewritten purchased leased, Owned Leased service of reported Line Cross at beginning purchased from into property or leased from including and from respondent in col (j) Leased Line No. Check Type or design of units of year or built others accounts others reclassification used others [col (h) & (i)] (See Ins. 7) to others No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Passenger-Train Cars Non-Self-Propelled 17 Coaches (PA, PB, PBO) 91 1 90 90 12,943 17 18 Combined cars 18 (All class C, except CSB) 19 Parlor cars (PBC, PC, PL, PO) 19 20 Sleeping cars (PS, PT, PAS, PDS) 20 21 Dining, grill, & tavern cars 21 (All class D, PD) 22 Nonpassenger carrying cars 22 (All class B, CSB, M, PSA, IA) 23 TOTAL (Lines 17 to 22) 91 1 90 90 12,943 23 Self-Propelled 24 Electric passenger cars 24 (EP, ET) 25 Electric combined cars (EC) 25 26 Internal combustion rail 26 motorcars (ED, EG) 27 Other self-propelled cars 27 (Specify types) 28 TOTAL (Lines 24 to 27) 28 29 TOTAL (Lines 23 and 28) 91 1 90 90 12,943 29 Company Service Cars 30 Business cars (PV) 37 37 37 30 31 Board outfit cars (MWX) 57 1 56 56 31 32 Derrick & snow removal cars 32 (MWU, MWV, MWW, MWK) 90 90 90 33 Dump and ballast cars 33 (MWB, MWD) 1,564 162 7 1,557 162 1,719 34 Other maintenance and service 34 equipment cars 2,947 75 35 95 2,866 96 2,962 35 TOTAL (Lines 30 to 34) 4,695 237 35 103 4,606 258 4,864 35 79

80 Road Initials: BNSF Year 2012 710. INVENTORY OF EQUIPMENT - Continued Instructions for reporting freight-train car data. 1. Give particulars of each of the various classes of equipment which respondent owned or leased during the year. 2. In Column (d) give the number of units purchased or built in company shops. In Column (e) give the number of new units leased from others. The term "new" means a unit placed in service for the first time on any railroad. 3. Units leased to others for a period of one year or more are reportable in Column (n). Units temporarily out of respondent's service and rented to others for less than one year are to be included in Column (i). Units rented from others for a period less than one year should not be included in Column (j).

UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS Units in service of respon- Changes during the year dent at beginning of year Units installed Rebuilt units All other units, acquired and including New units New or rebuilt units reclassification Class of equipment Time- purchased rebuilt units rewritten and second hand Line Cross and mileage All or leased into units purchased Line No. Check car designations cars Others built from others property or leased No. accounts from others (a) (b) (c) (d) (e) (f) (g) FREIGHT TRAIN CARS 36 Plain box cars - 40' (B1__, B2__) 10 36 Plain box cars - 50' and longer 37 (B3_0-7, B4_0-7, B5__, B6__ B7__, B8__) 4 37 Equipped box cars 38 (All Code A, Except A_5_) 5,158 600 38 Plain gondola cars 39 (All Codes G & J, J__1, J__2, J__3, J__4) 7,461 200 418 39 Equipped gondola cars 40 (All Code E) 6,238 339 40 Covered hopper cars 41 (C__1, C__2, C__3, C__4) 33,520 851 250 449 41 Open top hopper cars - general 42 service (All Code H) 6,750 42 Open top hopper cars - special 43 service (J__O), and All Code K) 4,542 318 525 43 Refrigerator cars - mechanical 44 (R_5,_, R_6_, R_7_, R_8_, R_9_) 994 44 Refrigerator cars - nonmechanical 45 (R_0_, R_1_, R_2_) 2,215 45 Flat cars - TOFC/COFC 46 (All Code P, Q, & S, Except Q8_) 6,507 60 46 Flat cars - multilevel 47 (All Code V) 1,306 47 Flat cars - general service 48 (F10_, F20_, F30_) 116 48 Flat cars - other 49 (F_1_, F_2_, F_3_, F_4_, F_5_, 49 F_6_, F_8_, F40_) 2,978 Tank cars - under 22,000 gal. 50 (T__0, T__1, T__2, T__3, T__4, 50 T__5) 111 Tank cars - 22,000 gal. and over 51 (T__6, T__7, T__8, T__9) 430 51 All other freight cars 52 (A_5_, F_7_, All Code L & Q8__) 68 52 53 TOTAL (Lines 36 to 52) 78,408 2,029 250 1,731 53 54 Caboose (All Code M-930) N/A 224 54 55 TOTAL (Lines 53 and 54) 78,408 224 2,029 250 1,731 55

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 81 710. INVENTORY OF EQUIPMENT - Continued

4. Column (m) should show aggregate capacity for all units reported in Columns (k) and (l), as follows. For freight-train cars, report the nominal capacity (in tons of 2,000 lbs) as provided for in Rule 86 of the AAR Code of Rules Governing Cars in Interchange. Convert the capacity of tank cars to capacity in tons of the commodity which the car is intended to customarily carry. 5. Time-mileage cars refers to freight cars, other than cabooses, owned or held under lease arrangement, whose interline rental is settled on a per diem and line haul mileage basis under "Code of Car Hire Rules" or would be so settled if used by another railroad.

UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS Changes during year Units at close of year (concluded) Total in service of Units retired respondent Aggregate from service (col. (i) & (j)) capacity of respondent of units whether owned Owned Leased Time- reported in Leased Line Cross or leased and from mileage All col (k) & (l) to Line No. Check including used others cars Others (see ins. 4) Others No. reclassification (h) (i) (j) (k) (l) (m) (n)

36 36 10 10 606

37 4 4 271 37

38 213 3,837 1,708 5,545 514,527 38

39 2,134 5,945 8,079 941,486 39

40 1,341 3,819 1,417 5,236 517,029 40

41 2,349 16,059 16,662 32,721 3,566,403 41

42 1,305 5,235 210 5,445 529,563 42

43 1,642 3,743 5,385 609,099 43

44 9 985 994 88,273 44

45 98 2,117 2,117 172,400 45

46 524 1,541 4,502 6,043 1,465,470 46

47 605 701 701 34,921 47

48 4 112 112 8,448 48

49 49 257 1,636 1,085 2,721 254,017

50 50 111 111 8,608

51 242 188 430 41,200 51

52 68 68 5,061 52 53 6,696 39,277 36,445 75,722 8,757,382 53 54 5 219 N/A 219 N/A 54 55 6,701 39,496 36,445 75,722 219 8,757,382 55

Railroad Annual Report R-1 82 Road Initials: BNSF Year 2012 710. INVENTORY OF EQUIPMENT - Continued

UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS Units in service of respon- Changes during the year dent at beginning of year Units installed Rebuilt units All other units, acquired and including New units rebuilt units reclassification Class of equipment purchased New units rewritten and second hand Line Cross and Per All or leased into units purchased Line No. Check car designations diem Others built from others property or leased No. accounts from others (a) (b) (c) (d) (e) (f) (g) FLOATING EQUIPMENT Self-propelled vessels 56 (tugboats, car ferries, etc.) Non-self-propelled vessels 57 (car floats, lighters, etc.) 58 TOTAL (Lines 56 and 57) HIGHWAY REVENUE EQUIPMENT 59 Chassis (Z1_, Z67_, Z68_, Z_69_) 4,431 59 60 Dry van (U2_, Z_, Z6_, I-6) 1,704 60 61 Flat bed (U3__, Z3__) 61 62 Open bed (U4__, Z4__) 62 63 Mechanical refrigerator (U5_, Z5_) 63 64 Bulk hopper (U0__, Z0__) 64 65 Insulated (U7__, Z7__) 65 66 Tank (Z0__, U6__) (See note) 66 Other trailer and container 67 (Special equipped dry van U9__, 67 Z8__, Z9__) 68 Tractor 68 69 Truck 69 70 TOTAL (Lines 59 to 69) 6,135 70

NOTES AND REMARKS

Note: Line 66 (Tank) must have fitting code "CN" to qualify as a tank, otherwise it is a bulk hopper.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 83 710. INVENTORY OF EQUIPMENT - Concluded

UNITS OWNED, INCLUDED IN INVESTMENT ACCOUNT, AND LEASED FROM OTHERS Changes during year Units at close of year (concluded) Total in service of Units retired respondent Aggregate from service (col. (i) & (j)) capacity of respondent of units whether owned Owned Leased reported in Leased Line Cross or leased and from Per All col (k) & (l) to Line No. Check including used others diem Others (see ins. 4) Others No. reclassification (h) (i) (j) (k) (l) (m) (n)

56

57 58

59 3,473 958 958 62,270 59 60 929 775 775 52,080 60 61 61 62 62 63 63 64 64 65 65 66 66

67 67

68 68 69 69 70 4,402 1,733 1,733 114,350 70

NOTES AND REMARKS

Railroad Annual Report R-1 84 Road Initials: BNSF Year 2012

710S. UNIT COST OF EQUIPMENT INSTALLED DURING THE YEAR (Dollars in Thousands) 1. Give particulars as requested, separately, for the various classes of new units and rebuilt units of equipment installed by respondent during the year. If information regarding the cost of any units installed is not complete at time of filing of report, the units should be omitted, but reference to the number of units omitted should be given in a footnote, the details as to cost to be given in the report of the following year. The cost of units under construction at the close of the year should not be reflected in this schedule even though part of the cost appears in the property account for the year. Indicate in column (e) whether an installation represents equipment purchased (P), built or rebuilt by contract in outside railroad shops (C), or built or rebuilt in company or system shops (S) including units acquired through capitalized leases (L). 2. In column (a) list each class or type of locomotive unit, car, or TOFC/COFC equipment on a separate line. By class is meant the standard classification used to distinguish types of locomotive units, freight cars or other equipment adopted by the Association of American Railroads, and should include physical characteristics requested by Schedule 710. Locomotive units should be identified as to power source, wheel arrangement, and horsepower per unit, such as multiple-purpose diesel locomotive A units (B-B), 2,500 HP. Cars should be identified as to special construction or service characteristics, such as aluminum-covered hopper car (LO), steel boxcars-special service (XAP), etc. For TOFC/COFC show type of equipment as enumerated in Schedule 710. 3. In column (c) show the total weight in tons of 2,000 pounds. The weight of the equipment acquired should be the weight empty. 4. The cost should be the complete cost as entered on the ledger, including foreign line freight charges and handling charges. 5. Data for this schedule should be confined to the units reported in Schedule 710, columns (c) and (e) for locomotive units, passenger-train cars and company service cars and columns (d) and (f) for freight train cars, floating equipment and highway revenue equipment. Disclose new units in the upper section of this schedule and in the lower section disclose rebuilt units acquired or rewritten into the respondent's accounts. The term "new" as used herein shall mean a unit or units placed in service for the first time on any railroad. 6. All unequipped boxcars acquired in whole or in part with incentive per diem funds should be reported on separate lines and appropriately identified by footnote or sub-heading. NEW UNITS

Line Total weight Total cost Method of Line No. Class of equipment Number of units (tons) (000) acquisition No. (see instructions) (a) (b) (c) (d) (e) 1 Diesel-Freight Locomotives 302 63,390 $ 640,317 P 1 2 Freight-Train Cars 2 3 Covered Hoppers 851 26,443 74,840 3 4 Flat Cars - TOFC/COFC 60 3,800 12,513 P 4 5 Equipped Boxcars 600 23,940 65,730 P 5 6 Plain Gondolas 200 7,790 16,755 8 7 Open Top Hoppers - Special 318 9,731 34,662 P 9 8 Work Equipment Cars P 10 9 Dump and Ballast Cars 162 5,508 23,519 P 11 10 Other MOW 75 2,910 5,048 P 12 11 13 12 14 13 14 15 15 16 16 17 17 18 18 19 TOTAL 2,568 143,512 $ 873,384 19

REBUILT UNITS 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29 30 30 31 31 32 32 33 33 34 34 35 35 36 36 37 37 38 38 39 39 40 TOTAL 40 41 GRAND TOTAL (NEW AND REBUILT) 2,568 143,512 $ 873,384 N/A 41

Railroad Annual Report R-1 Railroad Annual Report R-1 InitialsRoad BNSF Year 2012

GENERAL INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULES 720, 721, 723, AND 726

1. For purposes of these schedules, the track categories are defined as follows: Track category 1 A - Freight density of 20 million or more gross ton miles per track mile per year (include passing tracks, turnouts and crossovers) B - Freight density of less than 20 million gross ton miles per track mile per year, but at least 5 million (include passing tracks, turnouts and crossovers) C - Freight density of less than 5 million gross ton miles per track mile per year, but at least 1 million (include passing tracks, turnouts and crossovers) D - Freight density of less than 1 million gross ton miles per track mile per year(include passing tracks, turnouts and crossovers) E - Way and yard switching tracks (passing tracks, crossovers and turnouts shall be included in category A, B, C, D, F, and Potential abandonments, as appropriate). F - Track over which any passenger service is provided (other than potential abandonments). Mileage should be included within track categories A through E unless there is dedicated entirely to passenger service F. Potential abandonments - Route segments identified by railroads as potentially subject to abandonment as required by Section 10904 of the Interstate Commerce Act. 2.This schedule should include all class 1, 2, 3, or 4 track from schedule 700 that is maintained by the respondent (class 5 is assumed to be maintained by others). 3. If, for two consecutive years, a line segment classified in one track category maintains a traffic density which would place it in another, it shall be reclassified into that category as of the beginning of the second year. 4.Traffic density related to passenger service shall not be included in the determination of the track category of a line segment.

720. TRACK AND TRAFFIC CONDITIONS

1. Disclose the requested information pertaining to track and traffic conditions.

Line Mileage of tracks Average annual traffic density in Average running Track miles under Line No. Track Category at end of period millions of gross ton-miles per track-mile* speed limit slow orders No. (whole numbers) (use two decimal places) (use two decimal places) at end of period (a) (b) (c) (d) (e) 1 A 20,676 55.52 58.26 1,183.2 1 2 B 6,872 10.97 45.72 663.8 2 3 C 2,209 2.52 33.65 281.1 3 4 D 1,798 0.28 27.40 429.1 4 5 E 8,571 n/a n/a 5 6 TOTAL 40,126 38.96 49.04 2,557.2 6 7 F 11,169 n/a n/a 7 8 Potential abandonments 8

*To determine average density, total track miles (route miles times number of tracks), rather than route-miles, shall be used. 85 721. TIES LAID IN REPLACEMENT 86

1. Furnish the requested information concerning ties laid in replacement. 2. In column (j), report the total board feet of switch and bridge ties laid in replacement. 3. The term "spot maintenance" in column (k) means repairs to track components during routine inspections, as opposed to programmed replacements aimed at upgrading the general condition of the tracks. "Percent of spot maintenance" refers to the percentage of total ties or board feet laid in replacement that are considered to be spot maintenance. 4. In line 9, the average cost per tie should include transportation charges on foreign lines, tie trains, loading, inspection, and the cost of handling ties in general supply storage and seasoning yards, and in the case of treating ties, also the cost of handling at treating plants and the cost of treatment. The cost of unloading, hauling over the carrier's own lines, and placing the ties in tracks and of train service other than that necessary in connection with loading or treatment should not be included in this schedule.

Number of crossties laid in replacement Cross ties switch and New Ties Second-hand Ties Switch and bridge ties Line Track Category Wooden Concrete Other Wooden Other bridge ties % of spot Line No. Treated Untreated Treated Untreated Total (board feet) maintenance No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) 1 A 2,705,263 114,831 2,820,094 3,185,935 1 2 B 556,593 2,171 558,764 846,506 2 3 C 152,836 152,836 187,774 3 4 D 5,748 5,748 13,837 4 5 E 115,506 115,506 2,545,468 5 6 TOTAL 3,535,946 117,002 3,652,948 6,779,520 6 7 F 7 8 Potential abandonments 8 9 Average cost per cross tie $ 52.19 and switch tie (MBM) $ 1,485.73 Road Initials: BNSF Year 2012 Road Initials: Railroad Annual Report R-1 Annual Railroad 722. TIES LAID IN ADDITIONAL TRACKS AND IN NEW LINES AND EXTENSIONS Road Initials: BNSF Year 2012 Initials: Year BNSF Road Railroad Annual Report R-1 Railroad Annual Report (Dollars in Thousands)

Give particulars of ties laid during the year in new construction during the year. In column (a), classify the ties as follows: U - Wooden ties, untreated when applied. T - Wooden ties, treated before application. S - Ties other than wooden (steel, concrete, etc.). Indicate type under remarks in column (h). Report new and second-hand (relay) ties separately, indicating in column (h) which ties are new. In columns (d) and (g), show the total cost, including transportation charges on foreign lines, tie trains, loading, inspection, and the cost of handling ties in general supply, storage and seasoning yard. In the case of treated ties, also show the cost of handling at treating plants and the cost of treatment. The cost of unloading, hauling over carrier's own lines, and placing the ties in tracks, and of train service, other than that necessary in connection with loading or treatment, should not be included in this schedule.

Cross Ties Switch and Bridge Ties Total cost of Total cost of cross ties laid in Number of feet Average cost switch & bridge Line Class Total number Average cost new tracks (board measure) per M feet ties laid in new Remarks Line No. of ties of ties applied per tie during year laid in tracks (board measure) tracks during year No. (a) (b) (c) (d) (e) (f) (g) (h) 1 T 31,945 62.68 2,002 212,120 2.64 560 New 1 2 S 99,790 79.59 7,942 Concrete 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 10 10 11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 TOTAL 131,735 9,944 212,120 560 20 21 Number of miles of new running tracks, passing tracks, cross-overs, etc., in which ties were laid 49.65 21 22 Number of miles of new yard, station, team, industry, and other switching tracks in which ties were laid 12.41 22 87 723. RAILS LAID IN REPLACEMENT 88

1. Furnish the requested information concerning rails laid in replacement. 2. The term "spot maintenance" in column (h) means repairs to track components during routine inspections, as opposed to programmed replacements aimed at upgrading the general condition of the tracks. "Percent of spot maintenance" refers to the percentage of total rails laid in replacement that are considered to be spot maintenance. 3. In line 9, the average cost of new and relay rail should include the cost of loading at the point of purchase ready for shipment, freight charges paid to foreign lines, and the cost of handling rails in general supply and storage yards. The cost of unloading, hauling over the carrier's own lines, and placing the rails in tracks and of train service in connection with the distribution of rails should not be included in this schedule.

Miles of rail laid in replacement (rail-miles) Total New rail Relay rail Percent of Line Track Welded Bolted Welded Bolted Welded Bolted Spot Line No. Category rail rail rail rail rail rail Maintenance No. (a) (b) (c) (d) (e) (f) (g) (h) 1 A 1,241.16 0.87 249.49 0.18 1,490.65 1.05 1 2 B 185.10 0.13 37.21 0.03 222.31 0.16 2 3 C 59.90 0.04 12.04 0.01 71.94 0.05 3 4 D 8.47 0.01 1.70 - 10.17 0.01 4 5 E 45.28 0.02 9.10 54.38 0.02 5 6 TOTAL 1,539.91 1.07 309.54 0.22 1,849.45 1.29 6 7 F 7 8 Potential Abandonments 8 9 Average cost of new and relay rail laid in replacement per gross ton $988.31 New $1,019.40 Relay $806.70 9 Road Initials: BNSF Year 2012 Road Initials: Railroad Annual Report R-1 Annual Railroad Road Initials: BNSF Year 2012 89 724. RAILS LAID IN ADDITIONAL TRACKS AND IN NEW LINES AND EXTENSIONS (Dollars in Thousands) 1. Give particulars of all rails applied during the year in connection with the construction of new track. In Column (a) classify the kind of rail applied as follows: (1) New steel rails, Bessemer process. (2) New steel rails, open-hearth process (3) New rails, special alloy (describe more fully in a footnote). (4) Relay rails. 2. Returns in Columns (c) and (g) should be reported in WHOLE numbers. Fractions of less than one-half should be disregarded and fractions of one-half or more should be counted as one. 3. The returns in Columns (d) and (h) should include the cost of loading at the point of purchase ready for shipment, the freight charges paid to foreign lines, and the cost of handling rails in general supply and storage yards. The cost of unloading, hauling over carrier's own lines, and placing the rails in tracks, as well as train service in connection with the distribution of the rail, should not be included in this schedule.

Rail Applied in Running Tracks, Passing Tracks. Rail Applied in Yard, Station, Team, Industry Crossovers, Etc. and Other Switching Tracks Total cost of rail Total cost of rail Weight of rail applied in running Weight of rail applied in yard, track, passing station, team, Class Pounds Number track, crossovers, Average cost Pounds Number industry, and other Average cost Line of per yard of tons etc., during per ton per yard of tons switching track per ton Line No. rail of rail (2000 lbs) year (2000 lbs) of rail (2000 lbs) during year (2000 lbs) No. (a) (b) (c) (d) (e) (f) (g) (h) (i) 1 1 136 6,038 5,985 0.99 136 190 193 1.01 1 2 1 141 5,188 6,064 1.17 141 368 430 1.17 2 3 3 4 4 136 842 794 0.94 132 1,127 1,075 0.95 4 5 4 136 1,263 1,202 0.95 5 6 6 7 7 8 8 9 9 10 10 11 11 12 12 13 13 14 14 15 15 16 16 17 17 18 18 19 19 20 20 21 21 22 22 23 23 24 24 25 25 26 26 27 27 28 28 29 29 30 30 31 31 32 32 33 TOTAL N/A 12,068 12,843 1.06 N/A 2,948 2,900 0.98 33 34 Number of miles of new running tracks, passing tracks, cross-overs, etc., in which rails were laid. 49.65 34 35 Number of miles of new yard, station, team, industry, and other switching tracks in which rails were laid. 12.41 35 36 Track-miles of welded rail installed on system this year 62.05 Total to date 2,963.97 36

Railroad Annual Report R-1 90 Road Initials: BNSF Year 2012 725. WEIGHT OF RAIL

Give the particulars called for below concerning the road and track operated by respondent at the close of the year. Only the respondent's proportion of jointly owned mileage should be included. Under "Weight of rail," the various weights of rail should be given. Road and track occupied under trackage rights or other form of license should not be included herein, but all road and track held under any form of lease (granting exclusive possession to the lessee) should be included.

Weight of Line-haul Switching and Line rails per yard companies (miles terminal companies Remarks Line No. (pounds) of main track) (miles of all track) No. (a) (b) (c) (d) 1 52 1 2 56 2 3 60 3 4 65 4 5 66 1 5 6 67 6 7 68 7 8 70 8 8 9 72 4 9 10 75 41 11 10 11 76 11 12 77 16 12 13 80 13 13 14 85 193 5 14 15 90 884 7 15 16 100 142 16 17 105 17 18 110 206 19 18 19 112 1,818 39 19 20 115 3,036 19 20 21 119 470 21 22 128 1 22 23 129 255 23 24 130 2 24 25 131 847 1 25 26 132 5,596 26 27 133 18 27 28 136 11,019 28 29 140 11 29 30 141 3,425 30 31 155 2 31 32 Unknown 249 32 33 33 34 34 35 35 36 36 37 37 38 38 39 39 40 40 41 41 42 42 43 43 44 44 45 45 46 46 47 47 48 TOTAL 28,256 102 48

Railroad Annual Report R-1 Railroad Annual Report R-1 Report Annual Railroad 726. SUMMARY OF TRACK REPLACEMENTS 2012 Year BNSF Road Initials:

1. Furnish the requested information concerning the summary of track replacements.

2. In columns (d), (e), (g), and (j), give the percentage of replacements to units of property in each track category at year end.

Ties Rail Ballast Track Surfacing Number of ties replaced Percent replaced Switch and Switch and Miles of rail Cubic yards Line Track Crossties bridge ties Crossties bridge ties replaced Percent of ballast Miles Percent Line No. Category (board feet) (board feet) (rail-miles) Replaced placed surfaced surfaced No. (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) 1 A 2,820,094 3,185,935 4.29% N/A 1,491.70 3.61% 1,208,383 17,904 86.59% 1 2 B 558,764 846,506 2.56% N/A 222.47 1.62% 42,052 623 9.07% 2 3 C 152,836 187,774 2.18% N/A 71.99 1.63% 7,449 110 4.98% 3 4 D 5,748 13,837 0.10% N/A 10.18 0.28% 1,844 27 1.50% 4 5 E 115,506 2,545,468 0.42% N/A 54.40 0.32% 15,640 232 2.71% 5 6 TOTAL 3,652,948 6,779,520 2.86% N/A 1,850.74 2.31% 1,275,368 18,896 47.09% 6 7 F N/A 7 8 Potential abandonments N/A 8

750. CONSUMPTION OF DIESEL FUEL (Dollars in Thousands)

LOCOMOTIVES Line Kind of locomotive service Diesel oil (gallons) Line No. (a) (b) No.

1 Freight 1,287,318,157 1 2 Passenger 2 3 Yard Switching 47,169,441 3 4 TOTAL 1,334,487,598 4 5 COST OF FUEL $(000)* $ 4,270,362 5 6 Work Train 929,954 6

*Show cost of fuel charged to train and yard service (function 67-Loco. Fuels). The cost stated for diesel fuel should be the total charges in the accounts specified, including freight charges and handling expenses. Fuel consumed by mixed and special trains that are predominantly freight should be included in freight service, but where the service of mixed or special trains is predominantly passenger, the

fuel should be included in passenger service. 91 92 Road Initials: BNSF Year 2012 INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 755

Unit Train, Way Train, and Through Train data under items 2, 3, 4, 6, and 12 shall be obtained from conductor's wheel reports (freight) or similar reports. Unit train service is a specialized scheduled shuttle type service in equipment (railroad or privately owned) dedicated to such service, moving between origin and destination. The applicable tariffs and/or contracts generally require that a specific minimum tonnage or quantity of carloads be tendered as a unit for shipment on one bill of lading or other shipping document in a solid train for movement between origin and destination. Such tariffs and/or contracts generally contain restricted detention provisions and are subject to time-volume requirements which reflect the approximate capacity of the unit trains for the stated period. Way trains are defined as trains operated primarily to gather and distribute cars in road service and move them between way stations or way points. Through trains are those trains operated between two or more major concentration or distribution points. Do not include unit train statistics in way or through train statistics. A work train is a train operated solely or preponderantly for the purpose of transporting company freight, work equipment, or company employees. Statistics for work trains should be reported under Item 11, only. Statistics related to company equipment, company employees, and company freight moving in transportation trains are not to be reported in Item 11, but are to be reported in Items 4-17, 6-04, 7-02, 8-04, and 8-05, as instructed in notes I, K, and L.

(A) Report miles of road operated at close of year, excluding industrial tracks, yard tracks, and sidings.

(B) A train-mile is a movement of a train a distance of one mile. In computing train-miles, fractions representing less that one-half mile shall be disregarded and other fractions shall be considered as one mile. Train Miles-Running shall be based on the actual distance run between terminals and/or stations and shall be computed from the official time tables or distance tables. Train-Miles shall not be increased to cover the running of locomotives from shops to terminals, doubling hills, switching, or other work at way stations, or for the service of helper or pusher locomotives or of extra locomotives on double-head or triple-head trains. When the carrier's trains are detoured over foreign roads, the miles shall be computed on the basis of the miles actually run and in accordance with the service performed. Train-miles shall be kept separately for trains hauled by locomotives and trains moved by motorcars.

(C) A motorcar is a self-propelled unit of equipment designed to carry freight or passengers, and is not considered a locomotive.

(D) A locomotive is a self-propelled unit of equipment designed solely for moving other equipment. A locomotive unit-mile is a movement of a locomotive unit a distance of one mile under its own power. Include miles made by all locomotive units. Exclude miles made by motorcars. Miles of locomotives in helper service shall be computed on the basis of actual distance run in such service.

(E) All locomotive unit-miles in road service shall be based on the actual distance run between terminals and/or stations. Follow instruction (B) regarding fractions and official time tables for computing locomotive miles.

(F) Train switching locomotive-miles shall be computed at the rate of six miles per hour for the time actually engaged in such service. Include miles allowed for train locomotives for performing switching service at terminals and way stations.

(G) Yard switching locomotive-miles shall be computed at the rate of six miles per hour for the time actually engaged in yard switching service. Include miles allowed for yard locomotives for switching service in yards where regular switching service is maintained and in terminal switching and transfer service.

(H) A car-mile is a movement of a unit of car equipment a distance of one mile. Use car designations shown in Schedule 710. Under Railroad Owned and Leased Cars, items 4-01 and 4-11, report both foreign cars and respondent's own cars while on the line of the respondent railroad. In Items 4-13 and 4-15, report private-line cars and shipper owned cars. Loaded and empty miles should be reported whether or not the railroad reimbursed the owner on a loaded and/or empty mile basis. Report miles made by flatcars carrying empty highway trailers that are not moving under revenue billigs as empty freight cars-miles. Do not report miles made by motorcars or business cars.

(I) Exclude from Items 4-01, 4-11, 4-13, and 4-5, car-miles of work equipment, cars carrying company freight, and non-revenue private line cars moving in transportation trains. Include such car-miles in Items 4-17, 4-18, and 4-19. If private line cars move in revenue service, yhe loaded and empty miles should not be considered n0-payment or non-revenue car-miles.

(J) Report miles actually run by passenger-train cars in transportation service. Passenger-train car-miles include miles run by coaches and cars in which passengers are carried at regular tariff fares without extra charge for space occupied; miles run by combination passenger and baggage, passenger and mail, passenger and express; miles run by sleeping, parlor, and other cars for which an extra fare is charged; miles run by dining, cafe, and other cars devoted exclusively to the serving of meals and other refreshments and by club, lounge, and observation cars; and miles run by other passenger-train cars where services are combined, such as baggage, express, and mail.

(K) From conductor's or dispatcher's train reports or other appropriate sources, compute weight in tons (2,000 pounds). Item 6-01 includes weight of all locomotive units moved one mile in transportation trains. Ton-miles of motorcars should be excluded. Items 6-02 and 6-03 represent tons behind locomotive units (cars and contents, cabooses) moved one mile in transportation trains (excluding non- revenue gross ton-miles). Nonrevenue gross ton-miles in transportation trains include work equipment and cars carrying company freight and their contents. Use 150 pounds as the average weight per passenger and four tons as the average weight of contents of each head-end car.

(L) From conductor's train reports or other appropriate sources, compute ton-miles of freight. Ton-miles represent the number of tons of revenue and nonrevenue freight moved one mile in a transportation train. Include net ton-miles in motorcar trains. Exclude l.c.l. shipment of freight handled in mixed baggage express cars. Total ton-miles of revenue freight should correspond to the ton-miles reported on Form CBS.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 93 INSTRUCTIONS CONCERNING RETURNS TO BE MADE IN SCHEDULE 755 - (Concluded)

(M) Road service represents elapse time of transportation trains (both ordinary and light) between the time of leaving the initial terminals and the time at final terminals, including trains switching at way stations and delays on road as shown by conductor's or dispatcher's train reports. Include time of motorcar service performed by train locomotives at terminals and way stations. Report in Item 9-02, train switching hours included in Item 9-01. Train switching is the time spent by the train while performing switching service at terminals and way stations where no regular yard service is maintained. A train hour is independent of the number of locomotives in the train.

(N) Yard switching hours are hours expended in switching service performed by yard crews in yards where regular switching service is maintained, including switching and transfer service in connection with the transportation of revenue and incidentally of company freight. Hours in yard switching are independent of the number of locomotives used.

(O) Work-train miles include the miles run by trains engaged in company service such as official inspection; inspection trains for railway commissioners for which no revenue is received; trains running special with fire apparatus to save carrier's property from destruction: trains run for transporting the carrier's employees to and from work when no transportation charge is made; wrecking trains run solely for the purpose of transporting company material; trains run for distributing material and supplies for use in connection with operations; and all other trains used in work-train services. Exclude miles run by locomotives while engaged incidentally in switching company materials in company shops or material yards in connection with regular yard switching service or in switching equipment for repairs between yards and shops.

(P) The number of loaded freight cars shall be obtained from the conductors' wheel report and shall be the sum of all loaded cars handled by each train. For example, if a car moves loaded (1) in a way train from the origination points, (2) in two through trains, and (3) in a way-train to the destination point, the total count of loaded cars would be four: two counts for the movements in the way trains and two counts for the movements in through trains. Therefore, each car originated or received from a connecting carrier receives an initial count, plus one count for each subsequent physical transfer between trains on respondent's lines. No additional count is given because of crew change or changes in track identification number unless there is a physical transfer of the car between trains. Each car moving under revenue billing shall be considered as a loaded car.

(Q) Report vehicles (TOFC trailers/containers, automobiles and trucks) loaded and unloaded to and from TOFC and multiple level freight cars when the work is performed at the railroad's expense.

(R) Report the number of loaded revenue trailers/containers picked up, plus revenue trailers/containers delivered in TOFC/COFC and in highway interchange service, when the work is performed at the railroad's expense. (Performed at railroad's expense means that railroad employees perform the service or that the railroad hires a subsidiary or outside contractor to perform the service.) Do not include those trailers/containers which are picked up or delivered by a shipper or motor carrier, etc. when a tariff provision requires that the shipper or motor carrier, etc., and not the railroad, perform that service. Note: The count should reflect the trailers/containers for which expenses are reported in Schedule 417, line 2, column (b).

(S) Report under Marine Terminals, Item 16, the tons loaded onto and unloaded from marine vessels at the expense of the reporting railroad.

(T) Report the total number of foreign railroad cars on line at the end of the year (except surplus cars, see below). Foreign railroad cars refers to freight cars owned by other railroads whose interline rental is settled on time (by hour) and actual line-haul mileage charges under the Code of Car Hire Rules.

Carriers will be governed by local conditions in determining whether a car at an interchange point should be considered "on-line." Unserviceable cars include cars on repair tracks undergoing or awaiting repairs. They include cars on repair tracks repaired and awaiting switching, cars on repair tracks undergoing or awaiting repairs switching, cars awaiting movement to repair tracks held in train yards (excluding cars which are to be repaired in the train yard without loss of time), cars moving empty in trains en route to shop, and cars stored awaiting disposition.

Surplus cars are cars which are in serviceable condition for loading on the last day of the year, but have not been placed for loading within 48 hours. This count can be an annual average based on weekly count of cars that have not been placed for loading within 48 hours.

(U) Flat-TOFC/COFC Car-miles reported in lines 25 (4-020), 41 (4-120), 57 (4-140), and 75 (4-160) will be computed using cars rather than constructed container platforms. For example, an articulated car consisting of five platforms moved one mile will be counted as one car-mile, not five car-miles.

(V) The intermodal Load Factor reported on Line 134 will be calculated for the average number of intermodal (TOFC/COFC) units loaded on the average intermodal car. Units are to be calculated in the same manner as Line 123 (13 TOFC/COFC - No. of Revenue Trailers & Containers Loaded and Unloaded (Q)). Intermodal cars will be calculated in accordance with instruction U for reporting Flat-TOFC/COFC Car-miles. Both intermodal (TOFC/COFC) units and intermodal cars are to be calculated using actual units and not constructed intermodal (TOFC/COFC) units or cars.

Railroad Annual Report R-1 94 Road Initials: BNSF Year 2012

755. RAILROAD OPERATING STATISTICS

Line Cross Item Description Freight Passenger Line No. Check Train Train No. (a) (b) (c) 1 1 Miles of Road Operated (A) 32,514 1 2 Train Miles - Running (B) 2 2-01 Unit Trains 56,407,521 XXXXXX 2 3 2-02 Way Trains 5,810,660 XXXXXX 3 4 2-03 Through Trains 100,493,655 4 5 2-04 TOTAL TRAIN MILES (Lines 2-4) 162,711,836 5 6 2-05 Motorcars (C) 6 7 2-07 TOTAL ALL TRAINS (Lines 5 and 6) 162,711,836 7 3 Locomotive Unit Miles (D) Road Service (E) 8 3-01 Unit Trains 182,285,198 XXXXXX 8 9 3-02 Way Trains 12,622,098 XXXXXX 9 10 3-03 Through Trains 315,236,001 10 11 3-04 TOTAL (Lines 8-10) 510,143,297 11 12 3-11 Train Switching (F) 4,305,250 XXXXXX 12 13 3-21 Yard Switching (G) 14,387,234 13 14 3-31 TOTAL ALL SERVICES (Lines 11-13) 528,835,781 14 4 Freight Car-Miles (thousands) (H) 4-01 RR Owned and Leased Cars - Loaded 15 4-010 Box-Plain 40-Foot XXXXXX 15 16 4-011 Box-Plain 50-Foot and Longer 8,447 XXXXXX 16 17 4-012 Box-Equipped 150,688 XXXXXX 17 18 4-013 Gondola-Plain 307,966 XXXXXX 18 19 4-014 Gondola-Equipped 81,931 XXXXXX 19 20 4-015 Hopper-Covered 687,772 XXXXXX 20 21 4-016 Hopper-Open Top-General Service 48,910 XXXXXX 21 22 4-017 Hopper-Open Top-Special Service 121,459 XXXXXX 22 23 4-018 Refrigerator-Mechanical 20,006 XXXXXX 23 24 4-019 Refrigerator-Non-Mechanical 31,052 XXXXXX 24 25 4-020 Flat-TOFC/COFC 630,772 XXXXXX 25 26 4-021 Flat-Multi-Level 51,958 XXXXXX 26 27 4-022 Flat-General Service 310 XXXXXX 27 28 4-023 Flat-All Other 77,474 XXXXXX 28 29 4-024 All Other Car Types-Total 19,761 XXXXXX 29 30 4-025 TOTAL (Lines 15-29) 2,238,506 XXXXXX 30

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 95

755. RAILROAD OPERATING STATISTICS - (Continued)

Line Cross Item Description Freight Passenger Line No. Check Train Train No. (a) (b) (c) 4-11 RR Owned and Leased Cars - Empty 31 4-110 Box-Plain 40-Foot XXXXXX 31 32 4-111 Box-Plain 50-Foot and Longer 7,029 XXXXXX 32 33 4-112 Box-Equipped 115,476 XXXXXX 33 34 4-113 Gondola-Plain 251,666 XXXXXX 34 35 4-114 Gondola-Equipped 77,424 XXXXXX 35 36 4-115 Hopper-Covered 686,422 XXXXXX 36 37 4-116 Hopper-Open Top-General Service 65,463 XXXXXX 37 38 4-117 Hopper-Open Top-Special Service 143,099 XXXXXX 38 39 4-118 Refrigerator-Mechanical 11,991 XXXXXX 39 40 4-119 Refrigerator-Non-Mechanical 24,063 XXXXXX 40 41 4-120 Flat-TOFC/COFC 66,274 XXXXXX 41 42 4-121 Flat-Multi-Level 16,953 XXXXXX 42 43 4-122 Flat-General Service 907 XXXXXX 43 44 4-123 Flat-All Other 74,829 XXXXXX 44 45 4-124 All Other Car Types-Total 25,619 XXXXXX 45 46 4-125 TOTAL (Lines 31-45) 1,567,215 XXXXXX 46 4-13 Private Line Cars - Loaded (H) 47 4-130 Box-Plain 40-Foot XXXXXX 47 48 4-131 Box-Plain 50-Foot and Longer 7,676 XXXXXX 48 49 4-132 Box-Equipped 27,223 XXXXXX 49 50 4-133 Gondola-Plain 1,070,874 XXXXXX 50 51 4-134 Gondola-Equipped 23,225 XXXXXX 51 52 4-135 Hopper-Covered 427,511 XXXXXX 52 53 4-136 Hopper-Open Top-General Service 69,454 XXXXXX 53 54 4-137 Hopper-Open Top-Special Service 646,088 XXXXXX 54 55 4-138 Refrigerator-Mechanical 4,328 XXXXXX 55 56 4-139 Refrigerator-Non-Mechanical 731 XXXXXX 56 57 4-140 Flat-TOFC/COFC 893,976 XXXXXX 57 58 4-141 Flat-Multi-Level 227,774 XXXXXX 58 59 4-142 Flat-General Service 101 XXXXXX 59 60 4-143 Flat-All Other 71,296 XXXXXX 60 61 4-144 Tank Under 22,000 Gallons 158,989 XXXXXX 61 62 4-145 Tank - 22,000 Gallons and Over 593,703 XXXXXX 62 63 4-146 All Other Car Types-Total 2,452 XXXXXX 63 64 4-147 TOTAL (Lines 47-63) 4,225,401 XXXXXX 64

Railroad Annual Report R-1 96 Road Initials: BNSF Year 2012

755. RAILROAD OPERATING STATISTICS - (Continued)

Line Cross Item Description Freight Passenger Line No. Check Train Train No. (a) (b) (c) 4-15 Private Line Cars - Empty (H) 65 4-150 Box-Plain 40-Foot XXXXXX 65 66 4-151 Box-Plain 50-Foot and Longer 4,275 XXXXXX 66 67 4-152 Box-Equipped 11,209 XXXXXX 67 68 4-153 Gondola-Plain 1,086,730 XXXXXX 68 69 4-154 Gondola-Equipped 23,637 XXXXXX 69 70 4-155 Hopper-Covered 442,149 XXXXXX 70 71 4-156 Hopper-Open Top-General Service 71,154 XXXXXX 71 72 4-157 Hopper-Open Top-Special Service 656,611 XXXXXX 72 73 4-158 Refrigerator-Mechanical 4,115 XXXXXX 73 74 4-159 Refrigerator-Non-Mechanical 689 XXXXXX 74 75 4-160 Flat-TOFC/COFC 95,723 XXXXXX 75 76 4-161 Flat-Multi-Level 66,304 XXXXXX 76 77 4-162 Flat-General Service 184 XXXXXX 77 78 4-163 Flat-All Other 72,128 XXXXXX 78 79 4-164 Tank Under 22,000 Gallons 164,322 XXXXXX 79 80 4-165 Tank - 22,000 Gallons and Over 630,900 XXXXXX 80 81 4-166 All Other Car Types-Total 8,509 XXXXXX 81 82 4-167 TOTAL (Lines 65-81) 3,338,639 XXXXXX 82 83 4-17 Work Equipment and Company Freight Car-Miles 72,834 XXXXXX 83 84 4-18 No Payment Car-Miles (I) <1> XXXXXX 84 4-19 Total Car-Miles by Train Type (Note) 85 4-191 Unit Trains 6,217,701 XXXXXX 85 86 4-192 Way Trains 176,039 XXXXXX 86 87 4-193 Through Trains 5,048,855 XXXXXX 87 88 4-194 TOTAL (Lines 85-87) 11,442,595 XXXXXX 88 89 4-20 Caboose Miles 72 XXXXXX 89

<1> Total number of loaded miles __18,576__ and empty miles __3,482__ by roadrailer reported above in lines 29 and 45 respectively, rather than line 84.

Note: Line 88, total car miles, is equal to the sum of lines 30, 46, 64, 82, 83, and 84. Accordingly, the car miles reported on lines 83 and 84 are to be allocated to lines 85, 86, and 87, and included in the total shown on line 88.

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 97

755. RAILROAD OPERATING STATISTICS - (Concluded)

Line Cross Item Description Freight Passenger Line No. Check Train Train No. (a) (b) (c) 6 Gross Ton-Miles (thousands) (K) 98 6-01 Road Locomotives 104,736,846 98 6-02 Freight Trains, Crs., Cnts, & Caboose 99 6-020 Unit Trains 541,372,595 XXXXXX 99 100 6-021 Way Trains 11,688,402 XXXXXX 100 101 6-022 Through Trains 558,617,758 XXXXXX 101 102 6-03 Passenger Trains, Crs, & Cnts. 102 103 6-04 Non-Revenue 12,953,689 XXXXXX 103 104 6-05 TOTAL (Lines 98 - 103) 1,229,369,290 104 7 Tons of Freight (thousands) 105 7-01 Revenue 584,556 XXXXXX 105 106 7-02 Non-Revenue 11,512 XXXXXX 106 107 7-03 TOTAL (Lines 105 and 106) 596,068 XXXXXX 107 8 Ton-Miles of Freight (thousands) (L) 108 8-01 Revenue - Road Service 658,307,375 XXXXXX 108 109 8-02 Revenue - Lake Transfer Service XXXXXX 109 110 8-03 TOTAL (Lines 108 and 109) 658,307,375 XXXXXX 110 111 8-04 Non-Revenue - Road Service 6,296,265 XXXXXX 111 112 8-05 Non-Revenue - Lake Transfer Service XXXXXX 112 113 8-06 TOTAL (Lines 111 and 112) 6,296,265 XXXXXX 113 114 8-07 TOTAL - REVENUE & NON-REVENUE (Lines 110 and 113) 664,603,640 XXXXXX 114 9 Train Hours (M) 115 9-01 Road Service 8,249,077 XXXXXX 115 116 9-0 Train Switching 275,764 XXXXXX 116 117 10 TOTAL YARD-SWITCHING HOURS (N) 2,397,872 XXXXXX 117 11 Train-Miles Work Trains (O) 118 11-01 Locomotives 2,222,669 XXXXXX 118 119 11-02 Motorcars XXXXXX 119 12 Number of Loaded Freight Cars (P) 120 12-01 Unit Trains 4,097,069 XXXXXX 120 121 12-02 Way Trains 2,548,961 XXXXXX 121 122 12-03 Through Trains 6,110,690 XXXXXX 122 123 13 TOFC/COFC- No. of Revenue Trailers & Containers Loaded and Unloaded (Q) 7,310,764 XXXXXX 123 124 14 Multi-Level Cars - No. of Motor Vehicles Loaded & Unloaded (Q) 1,871,679 XXXXXX 124 125 15 TOFC/COFC - No. of Revenue Trailers Picked Up & Delivered (R) 195,266 XXXXXX 125 16 Revenue-Tons Marine Terminal (S) 126 16-01 Marine Terminals - Coal XXXXXX 126 127 16-02 Marine Terminals - Ore 8,721,128 XXXXXX 127 128 16-03 Marine Terminals - Other XXXXXX 128 129 16-04 TOTAL (Lines 126 - 128) 8,721,128 XXXXXX 129 17 Number of Foreign Per-Diem Cars on Line (T) 130 17-01 Serviceable 12,010 XXXXXX 130 131 17-02 Unserviceable 103 XXXXXX 131 132 17-03 Surplus 617 XXXXXX 132 133 17-04 TOTAL (Lines 130 - 132) 12,730 XXXXXX 133 134 TOFC/COFC - Average No. of Units Loaded Per Car 5.29 XXXXXX 134

Railroad Annual Report R-1

Road Initials: BNSF Year 2012 99

MEMORANDA (FOR USE OF BOARD ONLY) CORRESPONDENCE

Answer

Office Addressed Date of Letter, Fax, Subject Answer Date of Letter, Fax, or File Number or Telegram Needed Telegram of Letter, Fax, or Name Title Month Day Year Page Month Day Year Telegram

CORRECTIONS

Authority Date Clerk Making Correction Page Date of Letter, Fax, Officer Sending Letter, Fax, or Telegram Board Correction or Telegram File Number Month Day Year Month Day Year Name Title Name

EXPLANATORY REMARKS

Railroad Annual Report R-1 100 Road Initials: BNSF Year 2012

INDEX

Page No. Accumulated depreciation Road and equipment leased From others 38 Improvements to 38 To others 41 Owned and used 35 Accruals-Railway tax 63 Analysis of taxes 63 Application of funds-Source 21 Balance sheet 5-9 Capital stock 20 Car, locomotive, and floating equipment-Classification 78-83 Changes in financial position 21-22 Company service equipment 79 Compensating balances and short-term borrowing arrangements 67 Consumption of fuel by motive-power units 91 Contingent assets and liabilities 8 Crossties (see Ties) Debt holdings 69 Depreciation base and rates Road and equipment leased From others 34 Improvements to 32-33 To others 40 Owned and used 34 Electric locomotive equipment at close of year 68 Equipment-classified 78-83 Company service 79 Floating 82-83 Freight-train cars 80-81 Highway revenue equipment 82-83 Passenger-train cars 78-79 Inventory 78-83 Owned-Not in service of respondent 78 Equipment-Leased, depreciation base and rate From others 34 Improvements to 37 Reserve 38 To others 40 Reserve 41 Equipment-Owned, depreciation base rates 34 Reserve 35 Expenses-railway operating 45-53 Extraordinary items 17 Federal income taxes 63 Financial position-Changes in 21-22 Floating equipment 82-83 Freight cars loaded 94 Freight-train cars 80-81 Freight car-miles 94 Fuel consumed diesel 91 Cost 91 Funded debt (see Debt holdings) Guaranties and suretyships 66 Identity of respondent 2 Items in selected income and retained earnings accounts 65 Investments in common stocks of affiliated companies 30 Investments and advances of affiliated companies 26-29 Railway property used in transportation service 42-43 Road and equipment 32-33 Changes during year 32-33 Leased property-improvements made during the year 32-33 Leases 61 Locomotive equipment 78 Electric and other 78 Consumption of fuel diesel 78 Locomotive unit miles 91

Railroad Annual Report R-1 Road Initials: BNSF Year 2012 101

INDEX - Continued

Page No.

Mileage-Average of road operated 85 Of new tracks in which rails were laid 88 Of new tracks in which ties were laid 87 Miscellaneous items in retained income accounts for the year 65 Motorcar car miles 94 Motor rail cars owned or leased 79 Net income 17 Oath 98 Operating expenses (see Expenses) Revenues (see Revenues) Statistics (see Statistics) Ordinary income 16 Private line cars loaded 95 Private line cars empty 95 Rails Laid in replacement 88 Charges to operating expenses 45 Additional tracks, new lines, and extensions 89 Miles of new track in which rails were laid 88 Weight of 89 Railway--Operating expenses 45-53 Railway--Operating revenues 16 Results of Operations 16-17 Retained income unappropriated 19 Miscellaneous items in accounts for year 11 Revenues Freight 16 Passenger 16 Road and equipment-Investment in 32-33 Improvements to leased property 32-33 Reserve 38 Leased to others-Depreciation base and rates 40 Reserve 41 Owned-Depreciation base and rates 34 Reserve 35 Used-Depreciation base and rates 34 Reserve 35 Road-Mileage operated at close of year 74 By States and Territories 75 Securities (see Investments) Short-term borrowing arrangements-compensating balances and 67 Sinking funds 7 Source and application of working capital 21-22 Specialized service subschedule 60 Statement of changes in financial position 21-22 Stock outstanding 20 Changes during year 20 Number of security holders 3 Total voting power 3-4 Value per share 3 Voting rights 3 Supporting schedule-Road 56-57 Suretyships-Guaranties and 66 Ties laid in replacement 86 Ties-Additional tracks, new lines, and extensions 87 Tracks operated at close of year 74 Miles of, at close of year 75 Track and traffic conditions 85 Train hours, yard switching 97 Train miles 94 Tons of freight 97 Ton-miles of freight 97 TOFC/COFC number of revenue trailers and containers - loaded & unloade 97 Voting powers and elections 3 Weight of rail 90

Railroad Annual Report R-1